The Face in the Darkness

by PonyJosiah13

First published 27th of January, 2015

Something is stalking the streets of Ponyville. Something evil. Something terrifying. Something without a face.

Scootaloo's life takes an unexpected and delightful turn for the better when her father returns home from Royal Guard duty.

But it seems that something has followed him home. A creature whose name is spoken in whispers around campfires. A terrifyingly ambiguous monster that silently stalks its prey.

And Scootaloo's father is his next target.

Ponyville is soon cast into terror underneath its shadow, and Phillip Finder, Flash Sentry and the Mane Six must face their fears if they are to survive the wrath of the Slenderpony.

Constructive criticism appreciated.

The Phillip Finder series
The Pony in the Gray Trilby
The Everfree Forest Affair
Time Flies
The Blue Moon Brings Death
Letters to a Candymare
The Face in the Darkness
Checkmate
Secret of the Mare Lisa
The Sun Falls
Clockwork
Behind Locked Doors
Siege of Clovenworth
The Silent Fugitive
Curse of the Taverneigh Blue
Mystery on the Mareish Moors
The Grilled Cheese and the Muletese Falcon
Trifle Not With Monsters
The Fillydelphia Solution
The Sydneigh Ritual
Endgame

Part 1: Arrival

"Scootaloo! You're going to be late for school!"

Scootaloo opened her eyes, looked at the clock on her bedside table, and groaned. The illuminated hands glowing in the semi-darkness of the room told her that it was just past 6:30: school wouldn't be starting for another hour.

But that was her mother, and the knowledge of the nagging that she would get if she tried to sleep in any longer overruled her instinctive desire to stay in her bed where it was warm. Yawning, she pulled herself out of bed and slid onto the wooden floor, reaching up for the light switch. Blinking in the sudden light as she looked up, Scootaloo was cheered up enough to smile at the sight of a poster of Rainbow Dash taped up on the wall, grinning confidently at her.

The smile disappeared when Scootaloo turned and saw the picture on the nightstand next to the clock. Upon the sight of the sparkling sky-blue eyes, Scootaloo was once again reminded of his absence. He'd been gone for long, far too long, and every day that he was gone made the hole in her's and her mother's life a little deeper.

She really needed to stop looking at the nightstand.

"Scootaloo! Are you up?"

"Yes, mom! I'm coming!" Scootaloo called.

A few minutes later, Scootaloo was trotting downstairs, greeting the smell of perfectly-browned toast. A butter knife, in the grip of a watery blue magic aura, spread grape jelly on the toast. The unicorn manipulating the knife was a small mare with cloud white fur, sunshine yellow eyes and a mane and tail that were the same color as her aura and shimmered like waves. The image of a cloud and sun was displayed on her flank.

"Morning, honey!" she said in a soft voice like summer rain on a rooftop, smiling gently as she set the toast down on the table next to a glass of orange juice. "Did you sleep well?"

"Yes, mom," Scootaloo said, tucking into her breakfast. At least until you woke me up. she thought.

While she ate her breakfast, she watched her mother, whose name was Rain Breeze, prepare her lunch for the day: egg salad sandwich, banana, grapes, some chips and a carton of milk, double checking everything as she put them in.

"Did you finish your homework?" she asked as she did so.

"Yes, mom."

"What are you doing after school?"

"Apple Bloom, Sweetie Belle and I are trying for our cutie marks in slalom skiing!"

"Oh, dear, can't you three do something safe? Like painting? Or making snow angels?"

"Mom, we'll be fine," Scootaloo said, rolling her eyes at her mother's usual overworrying.

"Oh, all right, dear," she sighed. "I just worry that you..."

"I know, mom," Scootaloo said, the weight of her voice clearly denoting her sincerity. "I know."

Finishing her breakfast, Scootaloo went back upstairs to brush her teeth. Staring into the mirror at her scruffy reflection as she scrubbed her teeth, she thought about the look of worry on her mother's face. That same fear that she'd been dealing with ever since he left...

When she came back downstairs, she found her saddlebag had been packed and was waiting for her. As she put it on, she prepared herself for the regular interrogation.

"Did you brush your teeth?" Rain asked.

"Yes, mom."

"Are you sure you've got everything?"

"Yes, mom."

"You're going straight to school?"

"Yes, mom. I won't talk to strangers, and I'll be back home before dark."

Rain Breeze gave her a kiss on her forehead. "I love you, honey."

"I love you too, mom," Scootaloo said, heading outside and down the road to school.

Back inside, Rain Breeze poured herself a cup of tea while she gathered her notes from her work. Possessing a special talent in being able to cheer up other ponies, she worked as a psychiatrist at a local clinic, which wasn't going to open for another few hours. Putting on a classical music record with her magic, she sat down at her desk to review her notes. There weren't that many, fortunately, but the papers on her desk each represented a pony who had trusted her to help them with their problems, who were depending on her. A recovering drug addict, a young mare with anorexia, a pair of concerned parents who were struggling to connect to their autistic child...

A husband dealing with depression after the death of his wife.

Rain Breeze sighed and thought of her husband. His smile, his reassuring laugh, his hooves around her as she awoke...

There was a knock on the door. Looking at the clock, Rain Breeze realized that a couple hours had gone by. Regaining control of herself, she walked up and answered the door, staring in surprise at who was standing at the door.

Twilight Sparkle and her armored bodyguard, Corporal Flash Sentry, stood there, both of their faces neutral.

"Dr. Rain Breeze?" Twilight asked.

"Yes, Your Highness?" Rain Breeze asked, already dreading what she was about to hear.

"We have some news about your husband."

Rain Breeze tried not to whimper.

Earlier...

Flash Sentry licked his lips, struggling to maintain his focus. He couldn't afford to get this wrong: he was down to his last chance, his last hope. He considered his position and his opponent's, thought through every possibility, and made his decision.

Looking across the table into the smirking lavender eyes, he spoke softly. "Do you have any threes?"

"Nope!" Twilight said, her smirk growing wider. "Go fish!"

"Aww," Flash groaned, reaching forward to take another card from the table, which turned out to be a six, and adding it to his hoof.

"Do you have any sixes?" Twilight asked.

Without a word, Flash took three cards out of his hoof and held them out. Twilight took them all in her magic, added them to the six from the cards floating before her face, and stacking them neatly, placed them on top of the very large stack of suits next to her.

Within two minutes the game was over, and Flash had suffered possibly the most humiliating defeat in his life. "I swear you cheated," he grumbled as he gathered the cards up.

"Flash, how can you possibly cheat at go fish?" Twilight said, acting insulted.

"You could have read my mind or something," Flash said.

"Would I do that?" Twilight asked. Flash decided it was best not to answer and went back to watching the rest of the carriage, which was empty except for them. The two of them were in the train back to Ponyville from the Crystal Empire, where they had just returned from a meeting between the princesses and the minotaur leaders.

Flash looked up as the door opened and a pegasus stallion walked into the carriage, his head up and alert. He had cloud white fur, blue eyes, a red mane that went down to his shoulders and a red tail. A five-pointed shooting star with a rainbow trail was displayed on his flank and he carried his things in a pair of saddlebags, both decorated with his cutie mark, and a suitcase that he carried in his mouth. Flash observed him quietly as he walked over to a seat on the other side of the carriage and sat down in it, straight backed. Flash noticed the tanning on the left side of his body, the spot of oil on his saddlebag, the callus on his right hoof and the small scar on his right cheek.

"Do you know him, Flash?" Twilight asked.

"Not yet," Flash said, approaching the other stallion, who had not seen them. Clearing his throat to announce his presence, he said, "Sniper, back from guard duty from Canterlot?"

The stallion, upon seeing him in full armor and with a corporal pin on his shoulder, snapped to attention and replied, "Sir, yes sir!"

"At ease," Flash said, internally pleased with himself for being correct.

"How'd you know, sir?" the stallion said, relaxing.

"The details," Flash explained. "The spot of gun oil on your saddlebag, the callus on your hoof from having the hammer repeatedly rammed into your hoof from shooting your gun a lot, and the scar on your cheek from a hot brass cartridge hitting you in the face. I can see the ticket in your luggage, and you're tanned on one side, which meant you spent a lot of time standing in one place."

The stallion spotted the silver bars on Flash's shoulders and grinned. "You can't get anything past an Investigator."

Flash stuck his hoof out. "Flash Sentry, Royal Guard Investigator and personal bodyguard to Princess Twilight."

"Private First Class Zipline, sniper for the Solar House Guard," the stallion replied, then bowed to Twilight. "Your Highness, it's an honor to meet you."

"And you," Twilight said. While his head was lowered, she mouthed "Show off" to Flash, who smirked back at her.

"I'm coming to Ponyville, too," Zipline said, digging in his luggage. There was the rattling of his armor as he rummaged around it in his search before pulling his hoof back, revealing a photograph. Twilight's eyes widened upon the sight of the small orange and purple pegasus riding upon Zipline's shoulders in the photo.

"Are you Scootaloo's father?" she asked.

"Yes! Do you know her?"

"I tutor her and her friends," Twilight said.

Zipline smiled. "You must be pretty sharp to be able to handle those three troublemakers."

Twilight laughed. "You have no idea." The three new friends settled down to enjoy the rest of the train ride.

"We have some news about your husband," Twilight said.

Rain Breeze swallowed, her pupils shrinking. "What is it?"

Twilight smiled as she and Flash stepped aside to reveal Zipline behind them, bedecked in full armor and a wide smile. "He missed you very much."

Rain Breeze stared for a moment, then gave a loud, delighted squeal as she rushed forward and tackled her husband in a hug, knocking him to the ground. Zipline laughed happily as he hugged her back, stroking her back.

"I'm home, honey," he whispered.

Rain Breeze kissed Zipline on the lips. "Scootaloo and I missed you so much," she said, happy tears shining in her eyes.

"I missed my girls too," Zipline said as Rain Breeze allowed him to get up. "Where's Scootaloo?"

"She's at school now," Rain Breeze said. "Oh, she's going to be so happy to see you!"

"Why don't I go over and surprise her?"

"Oh, that'll make her day!" Rain Breeze squealed in delight. The two headed for the school, with Twilight and Flash following.

The class had just come back inside from recess and Cheerilee had set them on their next lesson: fractions. Joy.

Scootaloo was doing her best to concentrate, but her brain seemed to be particularly unreceptive of knowledge today. She kept thinking about the look on her mother's face.

What happens if Dad doesn't come back?

She tried to shake the thought out of her head. Of course he would come back. He had to!

So why was she so worried about it? Why did she stay up at night, thinking about the prospect of growing up fatherless, what it would mean for her and for her mother?

Fractions just seemed really inconsequential at the moment.

"Scootaloo, are you paying attention?"

Scootaloo snapped up at her teacher's voice. "Yes, Miss Cheerilee!"

Cheerilee gave her one of her looks, which Scootaloo returned with an innocent, and, she hoped, convincing smile.

"Well, then," Cheerilee nodded. "Class, I have a surprise for you; we have a special visitor."

Scootaloo sighed and turned towards the door as it opened, wondering what old coon would be lecturing them today. But when the stallion walked into the room, his armor shining in the sunlight, her jaw dropped and she stared for a few seconds before regaining her voice.

"D-dad?"

"Yes, sweetie, it's me," he replied.

Instantly, Scootaloo leaped out of her seat and ran towards her father, happy tears already leaking from her eyes. Her father knelt, opening his forelegs wide, and she seized him in a hug as the class erupted into cheers. Even Cheerilee's eyes watered.

"I missed you so much," Scootaloo sobbed into her father's chest.

"I missed you too, kiddo," Zipline said, wrapping his wings around her. A happy smile spread across the father and daughter's faces as they held one another. Rain Breeze watched from the doorway, beaming with pride, Twilight and Flash beside her.

"Are you crying?" Twilight asked Flash.

"N-no!" Flash protested, wiping at his eyes. "There's dust in my eyes."

Twilight just rolled her eyes and levitated a hanky over to him.

Scootaloo snuggled tighter against her father. It was so good to have him home.

Author's Notes:

Gah! Finally, I get this done. Sorry for the long chapter, but it's necessary to set up the chapter.

Scootaloo's father was based off of this image: Surprise, Scootaloo

The image in the text was a commission done for me by EmR0304.

Hope you look forward to more!

Part 2: Witness

It was the next day, and a fresh snowfall combined with relatively clear skies sent ponies across town outside for an afternoon spent playing in the snow.

Scootaloo and Zipline had been sent outside by Rain Breeze—after she made sure that they both had their scarves, hats, earmuffs and boots and that they fit snugly. "You deserve to spend some time alone with her, just father and daughter," she had said to her husband. "Besides," she added, slowly drawing her tail across his face, "We'll have some time to ourselves tomorrow when she's at school."

So after an hour of making snowponies and snow angels and romping through the snow, the two lay on their backs, laughing happily.

"So how's your flying coming?" Zipline asked Scootaloo.

"I'm doing better," Scootaloo replied. "I hovered for almost ten seconds last week!"

"That's great!" Zipline said. With a laugh, he grabbed Scootaloo and tossed her into the air. The little filly's wings buzzed, holding her in midair for a few seconds before gently allowing her to float back to her father's embrace, both of them laughing.

As Scootaloo looked up, she saw a distinctive rainbow flying across the sky. "Hey, Rainbow! Down here!"

Hearing the voice, Rainbow zipped down and landed besides the pair. "Heya, squirt. Who's this?"

"My dad!" Scootaloo said proudly.

"So you're Rainbow Dash," Zipline said, getting up and examining the younger pegasus. "You know my daughter has said a lot about you."

"I bet she has," Rainbow Dash said, tousling Scootaloo's hair. "So he's your dad? An awesome filly like you must have an equally awesome dad."

"Awesome enough for you, kiddo," Zipline said with a smirk.

"If that's true, then how about a race?" Rainbow Dash said.

Scootaloo's eyes lit up with delight at the prospect of seeing two of her favorite ponies engaging in a race. Of course Zipline couldn't say no to her when she was that happy.

And so, the next thing he knew, he was peeking over the edge of a cloud high in the air, looking at how far away the ground was from him. He swallowed and felt his knees go weak, the cloud seeming to spin beneath him and his vision blurring into a mess of colors. Me and my big mouth. Of course the dare had to involve his biggest weakness: high places. And of course he had to be unable to refuse a dare.

"Hey!" Rainbow Dash said. "I said, are you ready?"

Zipline tried to force himself to focus on the three Rainbow Dashes, who were grinning next to him. He took a shaky breath. "Yes."

"Readysetgo!" Rainbow Dash said, zipping off in a multi-spectrum flash. Zipline chased after her a second late. Rainbow Dash zipped through clouds and around obstacles, making tight turns and agile loops with ease. Zipline was right behind her, able to follow her trail fairly closely, but he wasn't concentrating on the race. He was concentrating on not looking down.

Which of course meant that he looked down, and remembered just how far away the ground was, and started wondering how much it would hurt if he fell...

And started wondering about that strange pony standing hidden underneath the leafless branches of an oak tree. He could only see part of his blurry shape, but...was it his imagination, or was the pony watching him?

He glanced up to find that he was about to run into a cloud that Rainbow had set up as a U-turn. Instantly, he switched directions and started hurtling towards the ground, inches behind Rainbow.

Rainbow hit the ground gracefully right in front of Scootaloo. Zipline more or less flopped onto the ground, panting with relief at being back on solid ground.

"Yeah!" Scootaloo cheered. "That was awesome!"

"I saw that turn you made," Rainbow said. "Not bad for an old guy."

The prick at his ego made him instantly forget his shaky experience. "Old guy?" Zipline said with a grin. "Oh, I'll show you!" He dug around and found two small stones. He gave one to Scootaloo. "After I turn my back, I want you to toss this as high into the air as you can. Shout 'now' when you do it, okay?"

"Okay, dad!" Scootaloo said. Zipline, still holding the other stone, turned his back. Scootaloo waited a moment, then tossed the stone high into the air. "Now!"

In an instant, Zipline whipped around and threw the stone in his hoof. It sailed through the air like a bullet and struck the other stone with a crack. Scootaloo cheered and thrust a hoof into the air in celebration of her father's feat.

"I may not be the fastest flier in Equestria, but I am the fastest shot in Equestria," Zipline said coolly, blowing across his hoof.

Rainbow Dash picked her jaw back up from the ground and put on an air of feigned disinterest. "Eh, it's kinda cool, I guess."

"Oh, yeah? Want to see what I can do with a snowball?" Zipline said, using his wing to pack some snow into a ball. As he did so, he caught Scootaloo's eye and winked at her. Catching on, Scootaloo pointed up and shouted, "Hey, what's that?"

Rainbow Dash fell for the trick: she looked up and, seeing nothing, turned back, saying, "There's nothing up—" Her voice turned into a surprised splutter when she suddenly found herself taking a mouthful of snow.

"Boom! Headshot!" Zipline said, laughing along with Scootaloo.

Rainbow Dash spat out snow, grinning devilishly. "Oh, you asked for this!" she said, scooping up several snowballs with her wings and tossing them at her friends. Scootaloo squealed as several struck her, but Zipline dodged every single one and countered with two of his own snowballs, scoring another two hits. Within moments, it turned into a free-for-all snowball fight that ended with all three of them lying on the ground, covered in snow and their sides aching with laughter.

It was then that they noticed that a fog had rolled in. Visibility was cut down by several feet, the world vanishing under a thick gray blanket.

"What the hay?" Rainbow Dash said, turning serious at the strange turn of the weather. "That's not scheduled. It might be coming from the Everfree Forest. You guys should go home; I'll go meet up with the rest of the weather squad."

"Okay. It was nice meeting you, Rainbow!" Zipline said.

"You, too! See you round, squirt!" Rainbow said, flying off.

"C'mon, honey," Zipline said, taking Scootaloo protectively under a wing and leading her back home.

Ponyville had turned into a completely different place underneath the fog. Everything had become gray and blurry, the cold biting into their faces. It was oddly silent; the only sound they heard was the snow crunching underneath their hooves and the cawing of a crow, it's throaty cries strangely muffled. Zipline felt chills down his back, and they weren't from the cold: something felt wrong, like there was something following him, watching him, waiting for the right moment.

Suddenly, something lunged at them out of the fog! With a surprised cry, Zipline pushed Scootaloo behind him as he reached for the holster that was not on his hip.

The creature cried out too. "Somepony turn on the lights! I can't see!"

The creature turned out to be Ditzy Do, who had somehow gotten her head stuck inside a mailbox and was now running blind down the street.

"Ditzy, come back!" Time Turner shouted as he and Dinky chased after her. Time Turner was wearing a multi-colored scarf that was so long that both ends trailed along the ground and flapped behind him. They soon disappeared into the fog.

Zipline sighed and relaxed, releasing his hold on Scootaloo. "Jeez, dad, you're awful jumpy," Scoots said.

"Just nerves. C'mon." Zipline said, hurrying home.

Late that night, Zipline suddenly jolted awake. It took a moment for him to reorient himself in the dark, then he felt the covers over him and the touch of his wife's body next to him. He flopped back onto the bed, sighing. He must still be on his Guard sleep schedule.

Turning to his sleeping wife, he admired her cloud white fur in the dim star and moonlight filtering in through the window, occasionally letting out a little snore that rustled her hair. Smiling, he reached down and stroked her back lovingly with a hoof. She murmured sleepily and curled up closer to him.

Zipline was just about to go back to sleep when he remembered what had woken him up: he'd heard something through the open bedroom door.

Which hadn't been open when he and Rain Breeze went to sleep.

Frowning, he got out of bed to investigate, moving carefully so as not to wake Rain Breeze. He stepped out into the hall and glanced up and down, ears and eyes wide open and alert for any sign of an intruder. From the darkness, a faint sound filtered up to him: a soft tapping of wood. He slowly walked down the hallway. As he passed the closed door of Scootaloo's room, he paused briefly, but was relieved to hear her soft breathing through the door.

Following the sound downstairs, he found that the tapping was coming from the front door. Who's calling at this time of night? he thought, heading for the door. "Hello?" he said, opening the door.

Nopony was there. Staring in bewilderment, he stepped out onto the doorstep, turning his head left and right. But the snow-covered streets were empty, and there were no signs of any footprints.

Must have been a bird, Zipline thought, shaking his head in annoyance, turning to go back inside. But when he saw the door, he stopped and stared in bewilderment.

Carved into the door was a strange symbol: a circle with a large X through it, made of rough scratches in the wood. Beneath it, a piece of paper was tacked to the door. On it was scrawled in childish block-like letters, "CANT RUN CANT HIDE." Beneath it was a crude drawing of a pony wearing a suit and tie, surrounded by trees.

Zipline stared at the picture and symbol in confusion. What was this, some kind of prank?

He heard a rustle behind him, and that's when he felt it. A subtle tingle on the back of his neck that turned into a shiver down his spine and froze his hooves in place, all the hairs in his fur standing up and his feathers stiffening in alarm, every instinct telling him, Don't turn around.

He turned around. Instantly, he wished that he hadn't.

The thing standing before him had the shape of a pony, but it...just couldn't be. It had abnormally long, gangly legs, each almost as long as he was tall. It had no mane or tail and was dressed in a crisp black suit, pants and tie. But it was the thing's head that was horrifying. It was completely blank: the thing had no face--no eyes, no mouth, and only the vague shape of a nose and ears.

It should have been bizarre, almost laughable, like some store mannequin. It was the most terrifying thing Zipline had ever seen in his life.

He stood there, unable to move, staring upwards at the faceless head towering over him, shimmering and flickering like something seen through water. A strange hissing whine filled his ears, gradually growing into a roar as he felt his legs finally fail him. The blank, faceless head filled his gaze and it felt like he was falling into darkness...

Author's Notes:

The Slenderpony cometh...

Part 3: The Body

Zipline slowly regained consciousness. The first sensation that crossed his mind was cold: he was freezing. He started shivering even before he opened his eyes to greet semi-darkness, shafts of sunlight peeking in through gaps in rotting wood walls and a thatched roof. He was inside some kind of old shed. Groaning, he raised himself up to a sitting position and looked up. How did I get here? he asked himself. The last thing I remember...

He shook his head. It couldn't be; Slenderpony wasn't real, he was just a legend.

In any case, it was time to get out of here. Getting to his hooves, he looked around and saw a door at the other end of the shed. He quickly walked forward and opened it, causing a long squeak of hinges that were in need of an oiling. Stepping out, he saw that it was early morning, snow from last night shining in the sun. All around him were bare trees: he guessed it was an orchard, seeing as it was too thinly spread to be a forest.

Shivering as he tried to determine what to do next, he heard voices calling his name. Familiar voices.

"Zipline!"

"Zipline! Can you hear us?"

"Over here!" he shouted, waving his hoof at the two figures he spotted flying overhead. Hearing him, Twilight and Flash flew down to land in front of him, looking immensely relieved.

"There you are! Everypony's been looking all over for you!" Twilight said. "What are you doing inside Applejack's old shed?"

"I'm at Sweet Apple Acres?" Zipline said in disbelief: he was clear on the other side of town! "How'd I...what happened?"

"We should be asking you that, mate," a voice said. Zipline looked up to see a stallion running towards them. He had a chocolate brown coat, gray eyes, scruffy black mane and tail, and was wearing a green pocketed vest and a charcoal gray trilby. On his flanks was the image of a magnifying glass.

"Phillip Finder, detective," he introduced himself. "What happened last night?"

"I don't know," Zipline said. "I woke up last night because something was tapping against the door, and I went outside and saw..."

The three of them looked at him expectantly. Zipline hesitated, glancing back inside the shed. They might think I'm crazy...what do I tell them?

"I saw...something...and when I woke up, I was in there."

"You saw 'something?'" Twilight asked, raising an eyebrow. "What do you mean something?"

"I...don't know," Zipline said, finding it suddenly difficult to make eye contact with her.

Phillip stepped around Zipline and walked inside the shed. "Zipline, we found this on your door," Flash said, reaching into his saddlebag and taking out a paper. It was the drawing that Zipline had seen on the door last night. "Is there something you're not telling us?" Flash asked.

Zipline felt his throat go dry, staring at the paper with a confusing mixture of relief, shock and horror. He knew what he had seen; the image of the faceless head staring down at him through the winter fog still sent shivers down his spine. And the paper proved that he hadn't imagined that, at least. That meant that the monster might have been real, too. But would they believe him?

At that moment, Phillip's voice came from inside the shed. "We have a problem."

The three ponies headed back inside and saw Phillip bending over something in the corner of the shed. Something that made all three ponies gasp in shock upon seeing it.

The body of a pegasus lay on it's side, his dark yellow fur bleached white and purple on the side lying on the ground from the stagnant blood being pulled down by gravity. His blue eyes were clouded over, his face frozen in an expression of terror, mouth hanging open in a silent scream. He had a black mane and tail and a cutie mark of an arrow-shaped cloud.

"I...who..." Zipline sputtered in shock, horrified; had he spent the night in an abandoned shed with a dead body? How had he died? Was that thing involved?

"Do any of you recognize him?" Phillip said, already examining the body. All three ponies shook their heads.

"It was Slenderpony," Zipline blurted, barely knowing what he was saying, his shock and fear taking over. "Slenderpony killed him, and he brought me here."

Flash, Twilight and Phillip all looked at one another. "Zipline, I think you should come with us," Twilight said gently, turning to lead him away.

"Flash, go to the hospital and get Dr. Horse here ASAP," Phillip said quietly. "Then I want you to interview Zipline and get what you can out of him."

"Yes, sir," Flash said, following Twilight and Zipline as they exited the shed. Phillip bent back over the body.

So what happened to you, mate? he silently asked the cadaver. He tested the corpse's limbs, noting that rigor mortis and lividity had fully set in. No sign of any external trauma. He examined the horseshoes and found traces of dirt. That doesn't look like it came from around here. Taking out a pocketknife and flicking open a small blade, he carefully scraped a sample into a plastic evidence bag.

That's when he noticed there was something in the body's mouth. Taking out a pair of tweezers, he gently extracted a balled-up piece of paper from the frozen jaw and opened it up. The crinkled paper held a circle with a large X through it—the same symbol he'd seen on the door of Zipline's home—and the words "HE WILL FIND YOU" in block letters.

A cawing of a raven from outside made Phillip look up in surprise, his heart rate suddenly accelerating and his skin tingling like it wanted to crawl right off him. He glanced at the door, half-expecting somepony to be standing there, watching him.

What's wrong with me? he asked himself. Why am I so jumpy?

Shaking it off, he examined the body for more clues, but found nothing else of interest. Standing outside the shed to wait for Dr. Horse, he considered the questions: who was the dead pony? How'd he die? How'd he and Zipline end up in a shed in Sweet Apple Acres?

And why did this feel...familiar?

"...and when I woke up, I was in the shed," Zipline said, staring into his cup of tea like he might find some answers in the dark brown liquid. Rain Breeze sat by his side on a cushioned couch in a sitting room in the Friendship Castle.

Flash, Twilight and Spike sat opposite them, Twilight taking extensive notes with a quill and scroll.

"Dear, are you sure you're all right?" Rain Breeze said softly, tenderly touching his shoulder.

"No," Zipline said. "No, I'm not all right. That...thing...came after me. It chose me."

"Don't worry, Zipline," Twilight said. "It's probably just some creep in a costume trying to play a sick joke."

"Do you have any enemies that you know of?" Flash asked. "Maybe somepony in the Guard or one of your patients?"

Zipline and Rain Breeze both shook their heads. "I had my rivals, sure, but no enemies," Zipline said.

"It couldn't be one of my patients," Rain Breeze said.

Twilight frowned as she looked over her notes from the interview. "Is there anything else?"

"Oh, yes," Zipline said. "When I was woken up by the tapping, I noticed that the bedroom door was open, but I'm sure that it was closed when I went to sleep."

"Maybe Rain Breeze opened it?"

"No, I was never up last night and all the doors and windows were locked!" Rain Breeze said in alarm. "Ohmygosh, that thing was in our house! I'll have to change the locks, find a better security system, coordinate a neighborhood watch...Scootaloo! What if it had went into Scootaloo's room?!"

"Rain Breeze, calm down," Twilight said reassuringly. "There's a perfectly logical explanation for all of this, I'm sure."

She didn't seem to understand just how hollow those words sounded to her companions. How could she understand? It hadn't been she who woke up with her husband vanished from her side; it hadn't been she who had spent the night in a shed with a corpse. It hadn't been she who had seen it.

"Don't worry," Flash said, reaching out to Zipline and touching his shoulder. "You have my word as a Guard we will get to the bottom of this."

"Thank you, sir," Zipline said.

"If either of you think of anything else, don't hesitate to contact us," Flash said.

"Will do," Zipline said as he and a still-fretting Rain Breeze stepped out of the castle and back out into Ponyville. "It's okay, dear," Zipline said, pulling his wife close with a wing. "We're all okay, and I'm not scared of some creep."

"Well, I am," Rain Breeze said softly.

As the couple walked down the snowy street, they couldn't help but notice something odd. On a day such as this, in a town like Ponyville, one would normally find several ponies walking the street: friends and families going for visits, shoppers heading for stores, foals and fillies out playing in the snow.

But now, the streets were silent and devoid of ponies. Every house had it's curtains drawn and lights dimmed. Flickers of movement in the corners of their eyes told them that they were being furtively watched by ponies who regarded them with fear, quickly ducking back behind cover when they turned to look. Rain Breeze was reminded of what the town used to be like when Zecora came to visit...only this time, she was seeing it from Zecora's eyes.

Fear began to change into anger. It wasn't fair! They'd done nothing wrong! They didn't deserve this!

Why did this happen to them?

Twilight pulled out a chalkboard and chalk. "All right, let's put down everything we know. What do we know?"

"Not much," Flash said.

"We know that there's a monster creeping around!" Spike said, finally allowing himself to release the building panic that he'd been fostering since the interview.

Twilight sighed. "Spike, there is no such thing as a Slenderpony."

"How can you be sure of that?" Spike asked.

"Because there just can't be," Twilight said, levitating some chalk. "Now, we need to answer who, what, where, when, why and how. The first four are easy enough," she said as she made notes on the chalkboard underneath the titular questions. "But the why stumps me. Why kidnap somepony and just leave them in a shed?"

"It could be a hoax," Flash said. "Maybe they're trying to get some attention."

Twilight gasped in shock as she turned to him. "I have to consider every possibility, Twilight," Flash said.

"They're the victims in this!" Twilight responded.

"Well, excuse me for doing my job, your Highness!" Flash replied rather sharply. Twilight turned back to the board, scowling. A silence colder and denser than the snow outside formed between them.

"So...I'll go...organize your notes for you," Spike said, quickly backing out of the room. Before doing anything else, he made a quick check of the castle doors and windows to make sure they were all secured and resolved to dig through his comic collection to see if he could find anything on Slenderpony.

He knew better than anyone that Twilight could be wrong, and he was almost certain she was wrong this time. He was out there. Waiting. Watching.

Author's Notes:

A dead body and a faceless monster. What could be the reason?

Part 4: The Fire

"I've called this emergency meeting of the Cutie Mark Crusaders for one specific reason," Apple Bloom announced to the trio of friends sitting in a circle in their clubhouse. "To decide what we're going to do about the Slenderpony."

At the mention of the name, Scootaloo glanced nervously at the door, as if expecting the faceless beast to be standing there. "As we all know, the Slenderpony is in town, and has decided to stalk Scootaloo's pa," Apple Bloom continued. "It's up to us to find this beast and bring him to...yes, Sweetie Belle?"

"I have a question," Sweetie Belle asked. "How can Slenderpony see if he doesn't have eyes?"

"That's..." Apple Bloom started to say, but stopped. "Y'know, that's a good point."

"Rarity says that the Slenderpony is just a boogeypony," Sweetie Belle said. "You know, a myth. A legend. He's not real."

"If he wasn't real, then who do you think kidnapped Scootaloo's pa and carved that symbol into that door?" Apple Bloom said.

As the other two girls began to bicker, Scootaloo stared at the floor, thinking over the day. Her mother had been extra worried since the events of that morning, hovering over her more than usual, insisting on walking her to school. At school, the other students, aware of the Slenderpony appearance, had treated her like she had the plague. They whispered behind her back, glancing at her like one might look at a sleeping crocodile; they gave her a wide berth, refused to meet her gaze, and flinched when she spoke.

They blamed her. They blamed her! This wasn't her fault, darn it all!

Cheerilee had tried to speak to her, but Scootaloo had remained silent, stewing in her fury at the unfairness of it all. Her mother had come to take her home from school, and it was only after she had promised several times over that Applejack would be there, that she'd stay with the girls, not go anywhere else without an adult, and come home long before dark before she'd been allowed to go to the clubhouse.

She shouldn't blame her, really. It wasn't just her: the whole town was on edge. Ponies hid in their houses behind locked doors and drawn blinds, glanced over their shoulders when they walked down the street, and didn't dare stray from the light of day or home. Everypony was afraid: afraid that they'd be the next to disappear, the next to come home with a strange symbol carved on their door, the next to be found dead.

Scootaloo suddenly came back to the conscious world when she realized that her friends were still arguing. "GIRLS!" she shouted, causing them both to fall silent as they turned to face her. "Sitting here arguing isn't gonna solve anything! What are we gonna do about this?!"

Her only answer was silence. Of course, they weren't going to do anything about this, because there wasn't anything they could do about this. She was helpless. Her mother was helpless. Her father, whom she'd looked up to her whole life, whom she believed in more than almost anypony else, was helpless. She lowered her gaze, angry tears leaking from her eyes in spite of her command.

Sweetie Belle stepped forward and put her hoof on Scootaloo's shoulder. "Hey, it's gonna be okay, Scootaloo," she said softly. "And I promise, we'll stick with you till this is all fixed."

"Of course we will," Apple Bloom said. "Look, you're scared, and to tell you the truth, we're all a little scared. But that ain't gonna stop us from sticking together."

"Thanks, girls," Scootaloo said, hugging her friends. For a moment, she allowed herself to be comforted, feeling protected within the four walls of the clubhouse and the embrace of her friends.

But she looked out the window, at the sun beginning to sink low in the sky, casting a dark blue hue over them all, and was reminded that whatever it was that was lurking out there in the dark, it was still there. Waiting for her.

"I barely even recognize this town now," Twilight said, looking out the window of Sugarcube Corner at the empty, snow-covered street. "Everypony's so scared; it's like when Zecora used to come into town."

"Zecora?" Flash asked.

"Before your time," Twilight replied shortly, turning back inside. She and her friends had gathered inside the confectionary for some hot chocolate and talk. Pinkie Pie's hot chocolate was perfect as always—just the right temperature and milk-chocolate ratio—but it failed to improve the mood of the friends.

Applejack stared into her mug. "That body was found on my property," she said softly, shuddering at the thought. "How could I have not known what—?"

"This is not your fault, Applejack," Twilight said.

"Who was he anyway?" Applejack said.

"His name was Windy Tail," Flash said, pulling out the autopsy report he'd gotten from Dr. Horse. "He was from Cloudsdale originally, worked in the weather factory before he was fired for stealing materials. Had a bit of a gambling problem."

"How'd he die?" Rainbow asked.

"Dr. Horse says heart failure," Flash said. "Which is another way of saying he has no idea how he died."

"The look on his face..." Twilight said. "It was like he'd been scared to death."

Fluttershy squeaked in fright and hid underneath the table. "By the Slenderpony?"

"Fluttershy, there ain't no such thing as a Slenderpony," Applejack said. "It's just a tale meant to scare little fillies."

"Honestly, what's so intimidating about him?" Rarity asked, taking a dainty sip of her hot chocolate. "Besides his fashion sense," she added, involuntarily shivering at the thought.

"Hey, I think I know why he's such a meanie!" Pinkie Pie said, lighting up with a new thought. "He has no mouth!"

"So?" Rainbow asked.

"So he can't smile!" Pinkie Pie said. "Can you imagine going through life not being able to smile? It'd be horrible!" She suddenly gasped. "I gotta go! Smile party to plan!" And with that, she zipped upstairs. The sound of rummaging traveled through the ceiling to the other ponies ears, prompting head shakes from several of the mares and a bewildered look from Flash.

"As Applejack said, there's no such thing as a Slenderpony," Twilight said. "It's probably just some creep trying to scare everypony with a twisted prank."

"I don't know," Rainbow said, her voice unusually grave. "I am, as you know, the queen of pranks, and this doesn't feel like a prank to me." Rainbow finished off her hot chocolate, resulting in some marshmallow fluff appearing on her nose. "Is Phil working on this?" she asked as she licked it off.

"Yeah, he's been in his lab all day," Flash said. "He—"

Suddenly, there came shouting from outside. Looking out the window, they saw several ponies hurrying down the street, shouting in alarm. "What's going on?" Twilight asked, stepping outside with the others to join the crowd. "What's happening?" she shouted to Lyra as she ran past.

"There's a fire!" Lyra shouted, not slowing her pace.

Instantly catching the same feeling of fear and worry as the rest of the crowd, Twilight and her friends surged forward, carried by the crowd.

The smells defied any description. A concoction of chemical odors mixed together in the stale air of the basement of 221 B Boulevard, forming a unique beast of an odor that hung in the air like an unwelcome guest.

Phillip barely noticed it: he was too absorbed in his thoughts. He'd been performing chemical tests on blood, stomach contents and urine samples from Windy Tail's body, and the results were confusing. The only thing he'd been able to determine so far was that before Windy Tail died, he'd been under tremendous stress, resulting in the huge amounts of adrenaline in his blood. Something had scared him terribly before he died, that much was certain.

But he couldn't figure out how he died. He and Dr. Horse both agreed that the unfortunate stallion had died sometime late that night, long before he had wound up in that shed. But neither of them could figure out how. So far, his tests hadn't found any signs of poisons, and no signs of trauma.

And then there was the soil sample he'd taken from his horseshoe. As far as he could tell it was from the last place Windy Tail had visited in life. The soil was consistent with a rocky area in the deeper part of the Everfree Forest. But the curiosity was a few small stones he'd found among the dirt. Brick, a few hundred years old, with rusty steel flakes. That meant a building. A building in the middle of an uninhabitable area.

Frowning, he turned back to the microscope and peered through the lens at the source of his vexation. No, he would not be outsmarted by some specks of dirt and a faceless refugee from a campfire story.

A shiver traveled up and down his spine and he glanced up towards the door, the thought of the Slenderpony stuck in his mind. Instantly, he cursed himself for his foolishness. What was this? Why was he on edge so much, constantly feeling like he was being watched, followed, stalked? And why did it feel...familiar somehow? A picture was starting to form, but too blurry to be recognizable.

He shook his head and took a breath, refocusing. Settle down. Let your emotions go. Get back to work.

And he would have, had he not suddenly frozen, his head snapping up and facing west as his eyes narrowed. Crime: in progress, it felt like. Berry Punch's house. Grabbing his trilby, he dashed upstairs and out the door, joining the tide of other ponies headed for the scene.

But when he turned the corner to Grapevine Way, he froze at what he saw. The house was alight, flames reaching towards the darkening sky, belching smoke in an ever-thickening column. His heart rate accelerated as he felt his limbs freeze to the ground; he was paralyzed by indecision, unable to think as the smell of smoke and burning wood assaulted his nostrils.

"Hey, Phillip!"

He shook himself out of it, roused by Flash's voice. "What's happened?"

"Don't know how the fire started," Flash explained, leading him to Twilight and the others. "But Berry Punch was out, and we got some pegasi on the way with rainclouds so—"

Flash was interrupted by a horrible scream that came from Berry Punch, who was fighting tooth and hoof against Minuette and Carrot Top in a desperate bid to rush into the burning house.

"MY DAUGHTER'S IN THERE!" she screamed.

At that moment, a terrified, high-pitched scream could be heard from the house above the crackling of the flames. The crowd drew in a shocked breath as one.

Except for a pegasus with red mane and tail and cloud white fur. Zipline dashed forward without a moment's hesitation and leapt through a window into the burning house. "Zipline!" Flash shouted, following him into the house.

"Flash! No!" Twilight shouted too late, eyes widening in horror. Phillip surged forward to go after him, but when he got close, the window belched out a gust of flame. Phillip stopped as quickly as if he'd run into a wall, instinctively lowering his head and flattening his ears against his head. He slowly backed up, flames reflecting in his wide eyes, breathing heavily through clenched teeth.

He couldn't do it. He couldn't go in there. He had to wait.

Inside the house, Zipline and Flash paused to orient themselves. The living room was already ablaze, flames dancing up the walls and along the ceiling, which was beginning to strain under its own weight. "Up the stairs!" Zipline shouted, already following the wall through the thick smoke. Flash followed, keeping low to try to avoid the majority of the smoke, which was already beginning to burn his throat. Berry Pinch's screams and cries for help could be heard from upstairs, guiding the Guards forward. Finding the stairs, they both flew up to the upper floor.

"Where are you?" Zipline shouted, coughing on smoke.

"Here! Help me!" the filly screamed from the hallway up ahead. Zipline surged forward, focused on the hallway. Flash went to follow, but heard a cracking above them and looked up to see the ceiling above giving way!

"Look out!" he shouted, pulling Zipline back just in time to avoid the flaming debris toppling down where he had just been. Zipline turned to thank Flash, but stopped when he looked out the window. He froze, his eyes widening and his jaw dropping open in an expression of terror. Flash turned to look and he, too, froze at what he saw.

Standing in the snow-covered backyard grape orchard, illuminated by flames and his body partially hidden behind the shriveled vines, was the Slenderpony, staring up at them through the window. His eyeless gaze bored into the stallions, locking into them, freezing them in place; they could only helplessly stare back at the faceless monster, shivers traveling up and down their bodies despite the heat of the fire.

A scream from Berry Pinch snapped them back to the present situation. "Come on!" Flash shouted, flying over the debris blocking the way and heading down the hall, which was quickly being turned into a flaming tunnel. A still-shaken Zipline followed, glancing back out the window to find that Slenderpony had vanished.

"Help!" Berry screamed from behind a door at the end of the hall. A door that had a chair pressed up against it so that she couldn't get out. And a familiar symbol carved onto it: a circle with an X through it. Wasting no time, Flash grabbed the chair and tossed it aside, yanking the door open. Berry Pinch cried out in shock at the sudden entry, instinctively cowering away from her would-be rescuer into a corner.

"It's okay," Flash said, approaching with a hoof out to her. "We're going to get you out of here." After a moment more of hesitation, Berry took his hoof and allowed Flash to lift her up onto his back, where she promptly buried her face into her mane. He turned to leave, but when he looked at the doorway, he staggered back with a shocked gasp.

Slenderpony was standing in the doorway, blocking his path, framed by flames that cast shadows over his body, which twitched and flickered like an image from a projector. Tentacles sprouted from the monster's back and he loomed over Flash and the filly. Shaking in terror, Flash slowly backed away.

"Flash, come on!" Zipline called, unable to understand why his fellow Guard had suddenly frozen up. "We gotta get out of here!" He took a step forward to try to urge them on. In Flash's view, Slenderpony stepped forward into the room, seeming to glide on his long legs, tentacles reaching out for him. With a cry of terror, Flash whirled and jumped towards the bedroom window, smashing through it. The sudden rush of air pulled a gust of flames down the burning hallway towards the open window. Zipline sprinted forward, staying just ahead of the flames as he too, leapt to safety, spreading his wings to glide back down to the ground. His tail was scorched by the hot air, but other than that, he was fortunately untouched.

Meanwhile, when Flash jumped out the window in a panic, he momentarily forgot that he had wings and tumbled towards the ground. Somehow, he managed to twist in midair to land on his back in the snowy ground, hugging Berry to his chest to avoid hurting her. Getting up as soon as he hit the ground, he guided Berry away from the burning house and the monster inside it.

"Mom!" Berry cried out when she spotted her mother and immediately hurled herself into her forelegs. Berry Punch sobbed in relief as she hugged her, thanking Flash and Zipline through her tears. Above, a group of pegasi, led by Rainbow Dash and Ditzy Do, flew over, pushing several rain clouds ahead of them. They placed the clouds over the house and began to jump up and down on them, drenching the house in rainwater. Within moments, the fire was extinguished with a drawn-out hiss, leaving a scorched, partially destroyed ruin behind.

Unable to take the tension anymore, Phillip ran forward and grabbed Flash's shoulders in relief. The two stared at each other for a moment, Flash's surprise and confusion momentarily penetrating his panic, Phillip looking at him in wide-eyed relief. A moment later, Phillip released him and backed away.

"Flash!" Twilight shouted, flying over to him and hugging him in relief before noticing his panic. "What happened?"

"Slenderpony!" Flash said, almost shouting. "He was there!"

"Yeah!" Zipline said. "I saw him too!"

"Slenderpony?!" somepony screamed. The next moment, the crowd turned into a stampede as everypony ran screaming. Twilight's calls for calm went ignored, washed away amidst the panic. Within moments, the streets were clear of everypony except Phillip, Flash, and the six mares. Flash was still breathing heavily, trembling down to the end of his tail.

"Flash?" Twilight said. "Are you okay?"

Flash shook his head, cringing. "No!" he said. "I saw it! I saw that thing! He's real!" Fluttershy gave a little cry of fear and ran to hide behind a nearby tree.

Twilight reached out to touch his shoulder. "Flash, maybe you saw something and you thought it—"

"No!" Flash snapped. "I saw him, clear as I'm seeing you! You can't tell me it's just somepony in a costume now!"

"Flash, calm down."

"Don't tell me to calm down!" Flash shouted at her.

"Enough!" Phillip said sharply before Twilight could form an angry retort. "This isn't helping. Both of you take a breath." Flash and Twilight both glared at him for a moment before taking a deep breath in and out to calm themselves. They still continued to give each other icy glares, however.

"Twilight, I want you to do something for me," Phillip said. He stepped close and whispered something in her ear. She looked confused at his request, but nodded and immediately turned to fly back to the castle. "Flash, come help me check the scene. The rest of you, see if you can do anything to calm everypony down."

"Oki-doki-loki!" Pinkie Pie said, already heading out. The other mares (except for Fluttershy, who slunk off to find someplace safer to hide) also split up. Flash and Phillip walked towards the burned out house.

"I'm sorry, Flash," Phillip whispered.

"What?" Flash said.

"Nothing," Phillip said quickly. "Let's—"

He was interrupted by the sound of a raven cawing. Looking up, he saw the bird take off from a nearby tree and fly up into the sky. Phillip's head turned to follow it's progress, his eyes narrowing.

"What is it?" Flash asked.

Phillip grunted. "Nothing." He turned back to the house, subconsciously clenching his jaw.

Author's Notes:

Things are moving fast. Phillip is onto something...

More coming.

Part 5: Haunted

"The fire started here," Phillip said, tracing the path of the flames along the wall, which was marked by a pattern of cracks along the wooden walls that looked like alligator scales. The scales got smaller and smaller as they neared the point of origin: some drapes on the kitchen window. Phillip cut off a piece of the drapes for examination and sniffed it carefully. "I don't smell accelerants."

Flash was trying to focus, but it was kind of hard to concentrate when the smell of burnt wood continually invaded his nostrils. It triggered fresh memories that flashed through his mind like a kaleidoscope of horror; every time he turned, he half-expected to see black tentacles reaching out for him through columns of smoke and a blank white face illuminated by flames.

"Flash?" he realized Phillip was saying. He forced himself to pay attention. "I was saying, do you notice these scratches on the door here?"

Flash peered at the burnt door. It took him a few moments to find the scratches on the door, right next to the latched deadbolt. There were two sets, each made of three scratches close together.

"Both of the doors and all of the windows were closed and locked from the inside. What do those make you think of?" Phillip said.

Flash stared at the scratches for several seconds, but nothing came to his cluttered mind. He shook his head. Phillip looked back at him, face expressionless, before turning and heading up the stairs, pushing his way past the debris on the landing into the hallway. Flash followed him.

"And the chair was blocking the door?" Phillip asked, examining the shattered window in Berry Pinch's room.

"Yeah," Flash said, trying and failing to hide the fact that his tail was shivering. "I moved it aside and got into the room. And when I turned around..." He swallowed, his tail beginning to tremble harder. "He was standing in the doorway." He took a slow, shaky breath, trying to still himself. "I...saw him. He was real."

Phillip did not reply, instead choosing to examine the symbol carved into the door for several seconds before moving past him down the stairs, which creaked dangerously under his weight. Flash stared after him. "You don't believe me?" he asked, floating down after him.

Phillip continued out the house and out into the street, silently considering his next words. Night was starting to fall over Ponyville, darkness creeping across the snow and over the houses that the other citizens were currently hiding in, seeking out the safety of light and warmth.

"Flash, you were in a frightening situation," he said finally, heading down the street. "You were scared and under stress and—"

"That's just a fancy way of saying you don't believe me," Flash interrupted bitterly.

"No—"

"So I'm still the BNP, am I?" Flash snapped, a harsh edge in his voice that bit like the cold wind. "Just an extra set of hooves and somepony to brag to, is that it?" He knew he shouldn't be speaking like this; he wouldn't, normally. But this was not a normal situation: he was scared, he was confused, he was stressed, and all that mixed together into frustration and anger, boiling over like water on a hot stove to override his reason and restraint.

"No, Flash, I—" Phillip started to say, trying to calm him down.

"I don't wear this armor to keep warm, you know!" Flash snapped back. "And see this?" He gestured to the corporal pin on his collar. "That's not decoration! I earned this!"

"I know that, but—"

"No. No buts, Phil. You owe me that!"

"You were hallucinating!" Phillip shouted, stopping and whirling to face him. Flash was momentarily stunned by the statement, but his anger quickly cut through his confusion, telling him that Phillip was not taking him seriously.

"I was seeing things? I'm going nuts? That's your explanation?!" Flash shouted back, stepping closer and getting into his face. "I'm not crazy, damn it! I know what I saw!" Of course he did, he told himself. How could Phillip tell him what he saw and what he didn't see? He wasn't there! He wasn't the one who had been backed against the wall with that thing towering over him!

"Flash, please listen—" Phillip said, starting forward and raising a hoof as if to place it on Flash's shoulder.

Flash swatted the hoof aside and stepped back. "I thought you trusted me," he said coldly. "But if you're not willing to listen to me, then I might as well be useful somewhere else." And with that, he turned and flew away, heading for the Rainbow Castle. He heard Phillip call his name after him, but did not turn around.

Even if he did, he was already too far away to see the pained, confused expression on Phillip's face as he watched the younger stallion fly away.

"Do you have any idea what might have happened?"

"I was doing my job!"

"You could have died!"

"And so could have that girl! I had to help!"

Rain Breeze glared at her husband, tears running down her face, her sunshine yellow eyes burning with emotion. "And what about Scootaloo? What would happen to her if you died in there? What would happen to me?"

"You think I don't care?!" Zipline all but shouted at her, glaring down at her, wings flared in a display of emotion. "You think I don't care about that?! Because I do! I love you, and I love Scootaloo!"

"Then think about us once in a while!" Rain Breeze shouted back. "And that includes not jumping into burning buildings!"

The two continued to argue, the tension that had been building up over the past few days like water against a dam finally breaking out in a drawn-out explosion of words. Their harsh words, spoken in tones that were rarely heard in this house, traveled up the stairs to the landing, and into the ears of Scootaloo. It felt like the words cut into her skin, causing physical pain. Tears pricked at her eyes. She wanted to go down there and tell them to stop, but couldn't bring herself to, afraid of getting caught in the crossfire.

She was proud of her father, as proud as she'd always been of him, and she knew that her mother should have been proud, too. But their fear was tearing them apart, the rip made of angry words that she knew that neither of them meant.

Like a disease, the anger infected her, feeding off her pain. Why did this happen? Why, why, why did that monster have to choose her?!

"—I don't want to hear about a Slenderpony ever again!" Rain Breeze shouted, storming towards the stairs. She stomped up to her room, barely acknowledging Scootaloo; perhaps she simply did not see her through her tears. Scootaloo heard a door slam, followed by muffled sobs from upstairs; the only sound in the house. Scootaloo fought her own tears as her heart broke for her family. Heading downstairs, she saw her father sitting at the dining room table, head in his hooves, breathing heavily.

"Dad?" she whispered, climbing up on the chair beside him. "Dad, are you okay?"

Zipline put a wing around her and hugged her to him. "I love you so much, Scootaloo," he said softly, stroking her little wings with a hoof. "You know that, right?"

"I know, dad," she said, burying her face into his chest, as if in hopes that he might somehow shield her. He kissed the top of her head.

"You need to go to bed, kiddo," Zipline said, standing and carrying her upstairs. In another time, on another day, Scootaloo would have protested that she wasn't tired (possibly through a yawn), insisted that she stay up and play with him for a while longer. But the truth was, she was tired, the emotional strain having exhausted her. And she knew that her father wanted her safe, wanted to be assured that she was in a safe place. So she allowed herself to be placed down on the mattress and tucked into bed.

"Dad?" she whispered, already finding it hard to keep her eyes open. "Please don't be mad at mom."

"I'm not, sweetie," Zipline said. "It's all going to be okay, all right?"

A yawn stole Scootaloo's answer. The last thing before sleep claimed in her entirely was her father's face smiling down at her reassuringly.

As soon as his daughter was asleep, Zipline exited the room, closing the door behind him. He stepped out into the hallway and stared at the door to his bedroom. He knew that he should go in, confront his wife, admit to his mistakes, try to soothe her fears. But, as much as he hated to admit it, he was still angry.

No, he wasn't angry. He was scared. He couldn't bear the thought of losing his daughter, or his wife, especially to something that he couldn't fight. And there was nothing he could do against a faceless...ghost or whatever the buck that thing was.

He slowly treaded downstairs, thinking perhaps that he might raid the cider cabinet for a drink while he mulled things over.

Wait a minute. He had a wife and a daughter that were in danger, and he was thinking about getting a drink? Not acceptable, he told himself. He needed to find a way to fight back, which means that he needed information.

And the best place to get information was...

He moved with determination out the front door into the darkened, snowy streets and took flight, headed for B Boulevard.

Normally, the gentle chimes of the piano would soothe him, help to dissipate his emotions and allow him to think clearly. But even Peace Piece couldn't silence the whispers in his brain.

You shouldn't have treated Flash like that, the annoying little voice in the back of his head said.

Shut it, he replied, not missing a single note as he continued to debate with himself. We are not having this discussion now. I'm trying to think.

You should be thinking, the voice said. About him, and about all your other friends. Ignoring the problem isn't going to make it go away.

He paused for a moment to gather his thoughts before continuing, perhaps hoping that the song could help drown out the other voice. I am trying to solve this problem, by working on solving this case.

But you can do more than that. You could have done more to calm Flash down instead of snapping at him. You could have just told him the truth.

I tried to. He needs to learn to control his emotions, he replied a bit more defensively than he would have liked.

He was scared! He was scared and confused and you pushed him aside like he was nothing!

His hooves crashed down onto the ivory, bringing the music to a sudden halt with a blaring of false notes; the musical equivalent of a train crash. What was I supposed to tell him? That I think he and everypony in this town has been poisoned? That I was too weak to follow him in there? That I was afraid that he was going to die and I couldn't save him? That I care about him and the others more than anything else, and I'm scared of losing them, but I'm too much of a coward to just say it?

You could have told him something, anything! Instead you completely disregarded him, treated him like dirt! He's not a machine, Phil! He's not like you!

Enough! I need to think!

Breathing heavily, Phillip brought his head down onto his forelegs. He remained there for several seconds, his confused emotions echoing inside his mind. Slowly, they quieted as he calmed himself down, allowing his rational mind to take over, analyze the problem, and decide the best thing to do would be to table the issue for tonight and allow a night's sleep to clear everypony's head; tomorrow, when he went to Twilight to see what she had come up with, he would apologize to Flash and explain everything. Sighing, he got up, shrugging his shoulders and unzipping his vest.

But his plans were interrupted by a knocking at his door. He took a breath to center himself before calling out, "Enter!" He heard the hoofsteps coming down the hallway and looked up to see Zipline entering. He was straight-backed and stepped with purpose, making direct eye contact with the neutral expression of a professional guard, but couldn't conceal the fluttering of his wings.

"May I speak to you, sir?" he asked.

"What do you need?" Phillip replied, gesturing to one of the chairs in the living room, which Zipline seated himself upon.

"I need to know where we're at," Zipline stated.

Phillip frowned in confusion. "What do you mean?"

Zipline maintained his blank expression, but it was suddenly dawning on him that he hadn't fully thought this out. "I came to see...if there was anything I could do," he stammered out.

Phillip considered him for a few moments. "Zipline, I know you're worried about your family," he said. "But you don't need to. It's going to be all right."

Zipline stared back at him, his wingtips twitching again. "That's what I told my daughter earlier," he said evenly. "And I know that's just something grown-ups tell kids to reassure them."

"Right," Phillip said. Time to be completely honest, he told himself. He took a breath and continued. "There is no Slenderpony. But I think I know who's doing this. I have a lead, and tomorrow I'm going to—"

Suddenly, there was a whoosh of feathers, followed by a screeching caw. Both stallions whirled to see a raven flying towards them. Phillip had just enough time to wonder how the bird had gotten in the house before it swooped down and scratched him across the face. Before he could cry out in surprise and pain and bring a hoof up to the wound, the bird swung around and scratched Zipline across the face.

"Ow! What the bu—" Zipline started to say when the room suddenly spun like a carnival ride, tilting beneath him. His vision blurred and he felt himself falling out of the chair and onto the floor, as if in slow motion. He tried to get up, but his limbs felt heavy, like they were encased in metal. He saw a blurry brown shape next to him and realized that Phillip had been overcome as well.

Then he heard it: a familiar, strange hissing noise that grew to a whining in his ears. Forcing his head up, he saw the Slenderpony standing over him, tentacles sprouting from his back. The raven was sitting on his back, staring down at him with eyes that glowed red.

"No!" he cried, his own words like molasses in his ears, trying to get up. But black tentacles pushed him back down, ensnaring his limbs. The whining grew louder and louder and darkness fell across his vision like a curtain.

Zipline's last thought before he blacked out was that Scootaloo would never know what happened to him.

Author's Notes:

At last, I finish this chapter! I apologize for the delay: I was busy with other work.

One of my goals in this chapter was to showcase some of Phillip's insecurities and one of Flash's major weaknesses: he has trouble controlling his emotions at times.

Hope you're all looking forward to more!

Part 6: Road to Terror

Spike placed the last stack of papers in its place on the desk in Twilight's study. "Thank you, Spike," Twilight said, not looking up from the tome in front of her, illuminated by the light of a lamp. She held a quill in a magical grip, which she occasionally used to mark an ever-growing list on a piece of parchment.

"Sure, Twilight," Spike said. He noticed that her cup of hot cocoa was getting low. "You want me to get some more cocoa?"

"Yes, please," Twilight answered. Spike took the cup and dish and left the room. He passed the chalkboard that Twilight had written the Slenderpony case information upon, sitting in the darkened center of the study. Glancing at it, he noted that the How and Why were still ominously blank. He had a feeling that they might still remain blank for a while longer. How could you make sense of lighting fire to a house with a young filly inside it? What rationale was there behind an act so cruel that it frightened an entire town?

He exited the study and found Flash standing guard outside, stiff at attention. He had returned to the castle about a half hour ago, reporting to Twilight that he had returned. She had not looked up from her text, acknowledging him only with a faint murmur when he said he was going to stand guard outside and make sure she was not disturbed. Spike looked him over as he walked past. Anypony who said that Spike didn't pay attention to other ponies would be wrong. Years of living and working alongside Twilight, caring for her, dealing with her regular emotional outbursts and fits of worry, had granted him a lot of experience in reading body language, learning to tell a pony's emotions at little more than a glance.

And his experience was telling him that Flash was irritated. The wrinkled brow, the slight downward curve to his thinning lips all told him that the stallion had something unpleasant on his mind.

"You all right?" Spike asked.

Flash looked down at Spike, trying to decide whether or not to trust him. After a moment, he took a breath and spoke in a tone that was slightly bitter. "I saw the Slenderpony...and Twilight didn't believe me. Neither did Phillip."

"And it feels like they don't take you seriously," Spike said, setting the cocoa cup down on a window ledge. "Like you're just there to be an extra set of hooves."

Flash blinked in surprise at finding his feelings being put into someone else's words. "Yeah."

Spike gave him a look. "Trust me, I know exactly how that feels." Flash blinked, but after a moment, he realized that Spike wasn't making fun of him or just trying to say what he wanted to hear; he honestly did mean what he said.

"It stings, doesn't it?" Spike continued. "Feeling like you're part of the background; when you work hard, do the best you can, do everything they need, but aren't appreciated for it."

Flash nodded. "But there's something you should know," Spike continued. "She doesn't mean it personally. It's just...I ever tell you about that time she tried to figure out Pinkie's Pinkie Sense?"

Flash frowned and shook his head. Spike gave him a recap of when Twilight had set her mind to stalking Pinkie in an attempt to figure out the source of her strange ability to tell the future, growing increasingly frustrated as her every attempt to find a rational explanation was defied. By the end of the story, Flash was chuckling and shaking his head in amazement.

"The point is," Spike said, grinning himself, "I guess sometimes Twilight has trouble taking the other point of view. To her, everything has to have a rational explanation, and she looks for that: she won't accept an explanation that she doesn't see as logical." He stepped closer to Flash. "But that doesn't mean she doesn't care about you. I've known Twilight long enough to be able to see that the only thing bigger than that brain of hers is her heart. She is the Princess of Friendship, after all."

"That doesn't make me perfect, though," said a voice. Twilight stepped through the door that she had been listening at, head tilted forward in embarrassment and remorse. She turned to Flash. "Flash, I'm sorry I behaved like that to you. I should've tried to see things from your perspective instead of only taking mine."

"And I'm sorry I yelled at you," Flash replied. "I'm a Royal Guard...and your bodyguard. I should've known better. I guess...sometimes I have trouble controlling my emotions."

"Apology accepted," Twilight said, holding out her hoof. Flash took it, but he suddenly found himself being pulled into a hug. His face did a very good impression of a cherry tomato and his wings flared open in surprise, but he returned the hug after a moment, a happy smile crossing his face for the first time in the last few days.

"Blech!" Spike said, rolling his eyes, his sweetness quota for the day having been met. "I'm going to get more cocoa." He grabbed the cup that he'd placed on the window ledge and headed downstairs to the kitchen. Both ponies chuckled quietly, Flash lowering his wings as he relaxed.

But then he remembered what he'd said to Phillip and sighed softly. "I shouldn't have yelled at Phillip, either." Noticing Twilight's querying expression, he explained his argument with Phil at the house. "I guess I...overreacted a little," he said shamefacedly.

"Yes, you did," Twilight said in a firm but patient voice that she had learned from raising Spike. "Flash, Phil cares very much about you. I saw how scared he was when you ran into the fire. He tried to run in after you."

Flash's head bent lower beneath the weight of his increased shame. His mentor had been afraid for him, and he'd thrown those feelings right back in his face because he couldn't control his own emotions.

"But what did he mean that you were hallucinating?" Twilight wondered, her curiosity piqued. Flash raised his head and followed Twilight back into her study, watching as she started to pace around the room.

"I know I'm not crazy," Flash said. "And I'm not scared of fire. It had to have been something else." He thought back, turning over every element of the case in his mind. The fire, Slenderpony's appearances, Zipline's abduction, the death of Windy Tail, the fog...

The fog. The anomaly. That was the start of all this. "That fog a few days ago," he said.

"It came out of the Everfree Forest," Twilight said, continuing to pace in a circle. "Sometimes bizarre weather patterns escape from there and come into town."

"Yeah, but Windy Tail worked at the weather factory," Flash said. "And he was fired for stealing materials used to make clouds. And remember how everypony seemed on edge the day after?"

Twilight stopped and looked at Flash. "You think there was something about the fog that caused this? Maybe...some kind of poison?"

"Possibly," Flash said. "Even if you didn't breathe in the fog, it would have left traces of dew. Some exposure would have been almost unavoidable."

"But why do this?" Twilight said, frowning in concern and worry. "Why scare the wits out of an entire town? Why endanger ponies?"

"Control? Power?" Flash suggested, possibilities and theories swirling inside his mind. He glanced at the chalkboard. Now it seemed they knew How. But the Why remained unknown. He had a feeling that when they uncovered the face behind this, they would learn the motive.

It was then that he noticed all the books and papers on Twilight's desk. "What have you been working on?"

"Phillip asked me to do some research on a certain area of the Everfree Forest," Twilight answered, levitating over the list that she had been compiling. "A rocky section near a ravine. As you know, hundreds of years ago, the Everfree Forest was a habituated area. He wanted me to find as much information as I could about buildings in the area. He told me that he'd found dirt on Windy Tail's hoof that came from a building in that area."

Flash looked over the list, pondering the items contained therein: a few houses, a mill, a gold mine, some factories...

"This one," he declared, pointing his hoof at a single name: Saddlesore Mental Asylum, abandoned over three hundred years ago amid scandal and maltreatment of patients, reputed to be haunted. "It's where I would hide if I was a spook."

"I agree," Twilight said. "Tomorrow morning we'll—"

"Twilight!" a voice cried out from the door, which had burst open. Looking up, Flash and Twilight saw Rain Breeze rush in, looking panicked.

"Zipline's gone!" she cried out hysterically. "We were arguing and I went up to bed, but he didn't come up after me, so I went down and I found out that he'd left and I've searched everywhere but I can't find him and I think he's been kidnapped and and and..."

Twilight gripped Rain Breeze's shoulders reassuringly, calming her frightened babbling. "Dr. Breeze, calm down. Take a deep breath." Rain Breeze took a long, slow breath. Somewhere inside her mind, she reflected the irony in that she made a career helping other ponies handle their own fears, but couldn't deal with her own.

"Now," Twilight said calmly. "Let's start again from the beginning."

"About an hour and a half ago, Zipline and I were...arguing," Rain Breeze said, the last word burning with shame. "I was upset, so I went upstairs. Zipline didn't come up, so after a while, I went down, and I found that he was gone. I woke up Scootaloo and took her to Sweet Apple Acres and started asking around town, but nopony had seen him!"

"Is there someplace that he regularly goes?" Twilight said.

Rain Breeze shook her head. "Not that I know of."

Flash frowned in thought. Zipline was a fellow Guard; he'd have taken an oath to protect the innocent. After the fire, he would be confused and angry, feeling helpless. He'd want to do something. He'd want answers. And he'd go to...

"Phillip," he said. "He went to see Phillip."

"Let's go!" Twilight cried. She, Flash and Rain Breeze ran out into the night, nearly knocking over Spike, who had been bringing a tray of hot cocoa up. He quickly decided that they didn't want it.

Hurrying down to B Boulevard, the trio arrived at 221. Knowing the door was unlocked, Flash burst through. "Phil!" he shouted. No answer came. Entering the living room, he saw something that made him freeze. Phillip's charcoal gray trilby sat atop the piano.

"That was his father's," Twilight said. "He'd never just leave it."

"Our spook must have taken him and Zipline," Flash said grimly, checking the back door. He noticed that there were scratches on the door lock similar to those found in Berry Punch's house. Looking out the back, his suspicions were confirmed. Hoofprints in the snow, showing that somepony had walked in and out of the house twice. Bending closer, he noticed that the hoofprints coming out were deeper than the ones coming in, showing that the pony had been carrying something heavy on the way out both times. Following the tracks away from the cottage, he found a pair of parallel lines in the snow that started and stopped seemingly out of nowhere, with the hoofprints between them.

A sky wagon, pulled by a pegasus, he thought. And he took Phil and Zipline with him.

Zipline slowly regained consciousness and immediately realized he was not in Ponyville. He was lying on a cold stone floor in some kind of dark cell of old crumbling brick. A small barred window, set high in the wall behind him, allowed the illumination of the few stars that managed to peek through a thick, dark purple cloud cover to shine through. In front of him was a set of thick rusty iron bars that formed the cell door. Beyond the door, across a hallway that was barely wide enough for a single pony to walk across, was another cell. Inside, Phillip slowly got to his hooves, shaking his head to clear it.

"Are you okay?" he called out.

Phillip looked up, his gray eyes focusing on Zipline. The pegasus noticed that the other stallion was no longer wearing his green vest. "Yeah. You?"

"I'm fine, I guess," Zipline said, shaking off a feeling of wooziness, only to have terror of the unknown rush into his mind. "Where are we? Did Slenderpony bring us here?"

"No," Phillip said, looking down the hallway. "He did."

Zipline looked and saw another pony, obscured by shadows, walking down the hallway towards them with a slow shuffling walk. As he stepped forward into the dim light, Zipline could not hold back a gasp of surprise. The pony had pale yellow fur that clung close to his sickly, bony frame. His short wispy mane, which was the color of dead grass, clung to his skull, exposing his high forehead. His ears and nose were unusually small and misshapen and his thin mouth was pulled back into a grimace, exposing his crooked teeth. The eyes were so sunken into the skull that he couldn't see them in the dim light. The cutie mark on his flank was the black silhouette of a raven.

If he hadn't been walking around, Zipline would have sworn that this pony was a corpse: he looked like he'd been pulled out of a shallow grave in the middle of a field.

Ignoring Zipline for the moment, the zombie turned towards Phillip. "Surprised to see me again, Mr. Finder?" the pony said in a low, rough voice.

"Not really, doctor," Phillip said calmly. "I always knew I'd see your ugly mug again. Hard to believe it's gotten worse."

The stallion grunted and touched his face. "I admit, I haven't been taking good care of myself for a while, but living in the Everfree Forest for weeks on end will do that to you."

"Am I...missing something here?" Zipline said slowly.

"Zipline," Phillip said, not taking his eyes from the other stallion. "This is an old friend of mine. Doctor Nevermore, former professor of psychology, possibly Equestria's foremost expert on fears and phobias."

Doctor Nevermore turned and faced Zipline, exposing his eyes. Zipline stared in shock. His eyes were blood red and seemed to glow in the dark like coals within his skull.

"He's your Slenderpony," Phillip continued. "He hired Windy Tail to steal cloud-making materials from the Weather Factory for him and killed him, kidnapped you, and set fire to Berry Punch's home."

"Your vaunted detective skills have not diminished in the five years since I've seen you, Mr. Finder," Doctor Nevermore said coldly, turning back to him.

"You had this well-thought out, Doctor," Phillip said, maintaining his calm disposition. "Creating a fog cloud laced with a toxin that caused paranoia and hallucinations...training your pet raven to fly in through the chimney and unlock the door, and then lock it behind you to give the impression of being able to appear and disappear at will."

With a whooshing of feathers and a caw, the raven flew out of the darkness to land on Doctor Nevermore's shoulder. It seemed to glare at Zipline.

"Faithful Lenore," Doctor Nevermore cooed, reaching up to stroke the bird with a bony hoof. "She's easily the smartest bird I've ever known. And you're right about the toxin. A mild dosage, but very effective."

"And I imagine Windy Tail got a stronger dose?" Phillip asked. "Strong enough to kill by literally scaring the victim to death?"

"Indeed. His last moments were most interesting. I really should have been recording them."

Zipline felt a chill run up and down his spine. This other pony had just spoken about killing another pony and poisoning an entire town of stallions, mares and foals without any sign of emotion. "For God's sake, why?" he breathed.

"An experiment," Doctor Nevermore said, without looking at him. "And it is a success. I have successfully brought an entire town to its knees with terror. I would have preferred to do it in an official capacity," he added in a dangerous, angry tone, "but thanks to Mr. Finder, that is no longer possible."

"You were performing dangerous and unethical experiments on the students!" Phillip shouted back, breaking his stoic demeanor for the first time. "You sent eight ponies to a mental hospital!"

With unexpected speed, Doctor Nevermore lunged forwards, shoving his face right into Phillip's, who instinctively took a step back. "They were mere statistics, nothing more," Nevermore snarled in a low growl that bordered on demonic. "They are of no concern to me beyond that.

"And neither are you."

"Shouldn't we maybe get the Guard to help?" Fluttershy asked as she followed Twilight, Flash and the Elements of Harmony into the Everfree Forest. "Or at least wait until sunrise, so it's not so dark?"

"No time!" Twilight said tersely. "Zipline and Phillip could both be in danger. They need our help!"

"Wait!" a voice called from behind them, causing the group to stop and turn. Rain Breeze was running up behind them, a blue saddlebag strapped to her side. "I'm coming with you! It just took me a while to get ready. I've got a first aid kit, matches, flashlights, blankets, water..."

"Rain Breeze, hold it," Rainbow Dash stopped her, flying down in front of her. "What about Scootaloo?"

"Scootaloo is at Sweet Apple Acres. She'll be safe there," Rain Breeze said evenly, but with a concrete firmness. "But she needs her father, just as I need my husband. And I can't stand staying at home, not knowing what's happening." She looked right into Rainbow's eyes, sunshine yellow eyes hard with determination. "I'm coming with you."

Rainbow knew that she shouldn't allow this, knew that she couldn't run the risk of leaving Scootaloo parentless. But when she looked back at the mother of her protege, she saw no fear in her eyes: only an overpowering desire to protect her loved ones. Rain Breeze was beyond argument or convincing: she'd go to the gates of Tartarus and back if she had to.

"We don't have time to argue," Rain Breeze said, already moving past her. "Let's go!" Momentarily taken aback, Rainbow was slow to catch up the group, all of them following Twilight as they headed further into the Everfree Forest, right into the waiting monster's lair.

Scootaloo stared out the window of Apple Bloom's room, up at the distant sky. A sliver of the moon looked down upon her pitilessly from behind a cloud, offering no comfort in her darkness. She knew that attempting to sleep was a lost cause; as long as her father and her mother were gone, she could not, would not allow herself to rest.

"It'll be all right, Scootaloo," Apple Bloom said in a comforting tone, sitting down next to her.

"I can't lose them both, Apple Bloom," Scootaloo whimpered softly.

Apple Bloom wrapped her forelegs around her friend and allowed her to cry on her shoulder. She reflected sorely that this was all she could do now: all they could do now was wait and hope.

Author's Notes:

Here we go, new chapter! We finally get a face behind the Slenderpony...but is it too late for Zipline and Phillip Finder?

Yes, Dr. Nevermore is basically a pony version of Scarecrow. Sue me! Scarecrow's my favorite Batman villain, and I've wanted to make this character for a long time now. I'm sorry if I've disappointed a few people, but I hope you all enjoy enough of the story to keep reading!

Part 7: Face Your Fears

"You're a brilliant mind, doctor," Phillip said icily, glaring at Doctor Nevermore through the bars of his cell. "They still publish your papers, you know. You practically wrote the book on the physiological effects of fear. And yet beneath all that, you're still just the schoolyard bully: getting your kicks out of scaring ponies bigger than you."

"This isn't about my own pleasure, Mr. Finder," Dr. Nevermore said, his low growl of a voice even and detached. "This is about what it's always been: power. Power through the greatest emotion of all, the basest and strongest of the instincts: fear." He used one of his wings, which was matted and dirty, to pull out a vial of pale green liquid, which he showed to his two prisoners. "And soon, you shall see for yourselves just how powerful fear is, it's dominion over the body—and over life."

Zipline had a sudden flashback to the body in the shed, clouded-over eyes set in a face frozen in a expression of abject terror. "If you think we're going to let you inject us with anything—" Zipline started to say.

"Oh, I know you won't," Doctor Nevermore said. "Which is why I injected you ten minutes ago, while you were unconscious. You should be feeling the effect any moment now."

Suddenly, Zipline felt a blast of cold wind hit him out of nowhere. It felt like he was being stabbed with a thousand icicles: he braced himself against the wind, struggling to open his eyes, which had instinctively shut.

"I'll leave you to it," he heard Nevermore say, his voice sounding like it was coming from the other end of a narrow tunnel. "I have business to take care of."

The wind grew stronger, forcing Zipline to crouch down on the ground in an attempt to shield himself from the stinging cold, then abruptly stopped. Still shivering, Zipline opened his eyes. To his astonishment, he found that he was no longer in a cell: instead of brick walls, around him was a thick, dark cloud cover. Lightning flashed and thunder rumbled around him, causing him to instinctively flinch from the loud noise. A heavy rain fell, soaking his fur and chilling him to the bone.

He stood up, but when he stepped out with a hoof, he felt himself falling. Retracting his hoof with a gasp, he looked down to find that he was standing on a tall stone column, with barely enough room for him to stand upon. He watched as a small pebble, knocked loose by his hoof, fell over the edge and tumbled down, down into the inky black darkness that gaped beneath him like the open mouth of a waiting beast. Instantly, Zipline felt himself panic. The column seemed to spin and tilt beneath him like a ship in a storm: he gripped the stone beneath him as hard as he could to keep himself from falling as he gazed, wide-eyed into the abyss, gasping and dry heaving in terror-induced nausea.

How'd I get so high up here?! he thought in terror. How am I going to get down?!

"Dad!" a voice called through the clouds. He looked up in surprise, recognizing the voice: his daughter, calling out, terrified. "Dad!"

"Zipline!" another voice called: his wife was calling out as well. Calling for his help. He wanted to call out to them, but it felt like the air itself had wrapped around his throat and was squeezing it, cutting off his voice and making him struggle to breathe. His instinct was to fly towards the sound, get to his wife and child, protect them. But his wings remained firmly at his sides and his hooves held the stone beneath him in an iron grip. He stared wide-eyed into the darkness beneath him. Just the thought of letting go of the solid ground beneath him almost made him vomit.

I'll fall, he thought. My wings will freeze up and I'll fall, and nopony will help them! I can't risk it! I...I can't!

"Daddy!" Scootaloo's voice called out again, desperate and distant through the storm clouds.

He couldn't go. He couldn't help her. He couldn't move!

You're weak, a voice spoke, seeming to come from the rumbling thunder and from inside his head. You're weak and useless. You've never amounted to anything. You joined the Guard just to try to prove to yourself you weren't a wimp. Well, guess what? You're just a wimp in uniform, that's all you are! Your wife married you out of pity; your daughter can't fly because of you. You're just weak and useless, and that's why you can't help them.

Thunder rumbled around him and he crouched down on the column, weak and useless and whimpering in fright. Help, help, he thought desperately, unable to speak. Somepony, please, help us...

Meanwhile, Phllip, when he first felt the effects of the drug beginning to take hold in the form of an icy, blinding wind, closed his eyes tight and braced himself. Can't let the drugs take over...

"Phillip?"

He opened his eyes at the familiar voice, jaw dropping in surprise. He was in a dark room, blackness surrounding him. In the dim light, he saw a figure before him. A tall, skinny stallion with light brown fur and a long red mane, beard and tail. His cutie mark was a trumpet with a treble and a bass clef on either side of it. The stallion's sea green eyes were wide with worry, seeming almost to glow in the dark.

"Dad?" he said, stepping forward, ignoring the whisper in the back of his mind that was telling him that this wasn't real, that his father had died years ago. And yet, he was standing in front of him: he could see him, hear his heavy breathing, smell that familiar scent of brass polish.

He stepped forward when suddenly, flames erupted out of the ground between the two of them with a loud whoosh. Momentarily blinded with both panic and the sudden light, Phillip stumbled back with a cry of surprise, raising his foreleg in front of his face. The fire spread around him, trapping in him a circle of flames, giving him barely any room to move. Not that he was able to: his terror had left his limbs frozen to the ground.

Turning back to his father, Phillip saw that he was still standing, looking at him in fright. Something moved behind him: a shadow swirled and formed into a pony-like shape. It stared evilly at Phillip, slowly raising his hoof. A knife blade glimmered in the shadow's hoof, reflecting the light of the fire.

"Phillip?" his father asked again, seemingly unaware of the danger behind him.

"No!" Phillip shouted, his heart leaping into his throat, momentarily breaking his paralysis as he instinctively moved forward. But as he took a step, the flames roared at him, seeming to reach out for him in their desire to burn his flesh to ashes. He fell back, shaking down to the tip of his tail, breathing in short, quick gasps.

The shadowy figure moved behind his father and, as Phillip watched helplessly, drew the knife across his throat in a quick, violent action. The sea green eyes widened in shock as blood spurted from the open wound. It spattered across Phillip's face, chest and hooves, the sticky red liquid clinging to his fur. He could smell the distinctive coppery odor of the blood, mixing with the heat and smoke of the fire. Clutching his throat, his father dropped to his knees, then fell onto his side, twitching a couple of times as life left him. The whole time, his eyes never left his son; even in death, they continued to plead with him.

"No!" Phillip cried out again in desperation, but was unable to move.

"Phil?" another voice came to his left. Turning, Phillip saw, to his disbelieving eyes, that Flash was standing there, illuminated by the flickering, wavering flames. His blue eyes were wide with concern, with fear. The shadowy pony, seemingly invisible to the younger stallion, slunk behind Flash, blood-soaked blade at the ready.

"Behind you!" Phillip shouted, but it was too late: the knife blade flashed and blood flew from Flash's throat, spraying across Phillip's fur. Choking, he dropped to his knees. "Help...me..." he gurgled, looking desperately up at Phil. Phillip tried to move forward to help again, but his hooves were stuck to the ground, the flames and stinging, choking smoke forcing him back, away from the pony who was slowly collapsing to the floor in a pool of his own blood, choking on his last breaths.

Hearing more voices around him, Phillip slowly turned on the spot. More faces surrounded him: Twilight, Spike, Rainbow, Fluttershy, Applejack, Rarity, Pinkie, Time Turner, Ditzy, Lyra, Bon Bon, Zipline, Rain Breeze, Apple Bloom, Sweetie Belle, Scootaloo, Dinky Do, Tootsie Flute. All of them were there, the flames between him and them, leaving him unable to reach them. The shadow moved behind Twilight, holding the blade up and grinning wickedly at him, as if gloating over his weakness.

"Please!" Phillip cried out, but his only reply was mocking laughter from the shadowy figure that echoed in the narrow room. He could only watch as Twilight's throat was cut and she dropped, dying. The shadow moved on, blade drawing through the throats of all his friends. The flames crackled and roared at him, seeming to mock his fear, his helplessness. Turning, he saw that while his back was turned, his father had somehow gotten up and was looking at him with desperation, silently pleading, why, why can't you help me? Why can't you save us? Why are you too weak, too cowardly to help?

He turned frantically on the spot, trying to find a way to escape through his panic. The fire around him grew stronger, but through the flickering flames, he could see his friends dying, one by one, blood spraying from their necks and onto him as their throats were cut by the hidden form. When his back was turned, they would get back up, only to die again. The smell of blood, of decay, of death grew stronger, smothering all other sense, all other thought.

He couldn't help them. He couldn't save them. "Please..." he begged softly as his legs failed him. "Please..." He cowered, forelegs over his head, tears flowing from his eyes and wished for it all to go away.

"There it is," Twilight said softly. The Saddlesore Mental Asylum stood before the group of friends in a clearing near the edge of a rocky ravine. A stony skeleton of a wide, two story building with small, barred windows, it seemed to loom hungrily over them all, overcast in shadows.

Upon seeing the place, Rain Breeze let out a little whimper and shivered. "Oh, this was a stupid idea...I should have stayed with Scootaloo..." But when she glanced back into the thick trees behind her, she realized just how far she was into the forest, and that it would be beyond foolish for her to try to get back on her own. She was in over her head: the only way out was forward.

Fluttershy let out a little squeak of terror and cowered when she looked up at the asylum. "Are...are you sure about this, Twilight?"

"This has to be the place," Flash said through his teeth, his eyes wide and his knees trembling slightly as he contemplated the dark, enclosed stone hallways that awaited him.

"Come on, Fluttershy," Rainbow said, some of her trademark teasing in her voice. "You're not scared of an old, empty building, are you?"

"I'm not scared of the building," Fluttershy whimpered, crouching down to the ground as if trying to hide. "I'm scared of what's inside of it!" Rainbow swallowed nervously, her bravado wavering.

"If our friends are in there, we need to help them," Applejack said, already heading forward after Twilight.

Rarity sniffed haughtily. "Well, if I must, I must. Let's just make this quick, shall we?"

Pinkie Pie bounced after them. "Don't worry, guys, I know this game! We just have to find the rest of the pages!"

Reaching the old, rotting wooden gates, Twilight used her magic to open them. The rusty hinges gave slowly, letting out a drawn-out creeeaaaaaak as they moved aside to reveal total darkness within.

"Is there anypony there?" Fluttershy whispered from the back of the group.

"I'll find out," Pinkie said, and before anypony could stop her, she took in a breath and shouted "Helloooooo!"

"Helloooooo!" her voice echoed back.

"Well, that sounds friendly," Pinkie said with a smile.

"Shhhh!" everypony else shushed her. Twilight, Rarity and Rain Breeze lit their horns up to glow with magic, while Flash switched on the flashlight attached to his shoulder. The light revealed a hallway that led to a large, open room that may once have been a foyer or reception area. It was now devoid of any furniture, only crumbling brick walls and a thick layer of dust on the floor.

"Let's go," Flash said, stepping forward. The other ponies fell into step behind him into the silent passage. So far, so good, he thought. No need to—

SLAM!

Everypony whirled around with a yelp of surprise to find that the doors had slammed shut behind them...on their own. The light from the flashlight and horns illuminated a symbol carved into the rotting wood: a circle with a large X through it, staring threateningly at them all.

—panic. On second thought, that actually sounds like a good idea right about now.

"Okay, nopony panic," Twilight said, quickly trying to regain control of the situation. "That was...probably...just the wind. Nothing to worry about."

Right. Nothing to worry about, Flash thought. Just the fact that I'm locked in a dark, enclosed, narrow space!

"No way but forward, then," Rainbow Dash said, with just a hint of nervousness. Twilight and Rain Breeze led the group: Fluttershy and Flash brought up the rear, both of them struggling to concentrate on breathing, imagining every shadow moved in the corner of their eyes. The group walked forward slowly down a hallway.

"Zipline?" Rain Breeze called out in a quiet voice, as if afraid of who might reply. Her only answer was the sound their breathing and the crunch of the stone underneath their hooves.

The crunching was suddenly replaced by a wet splattering. Rarity groaned. "Oh, wonderful. Now there's water, too. And that means mud, and that means muddy hooves—"

Flash paused. It was definitely a liquid he was suddenly trudging through, but it did not smell or feel like water in the slightest. It had a strange, coppery scent and was slick and oily underneath his hooves. Curious, he raised a hoof. It was covered in a thick, dark red liquid.

"It's—"

"Blood!" Rarity shrieked. The entire floor was covered with blood, almost an inch deep. Yelps of shock and panic flew from the group as they desperately danced in place, trying to raise their hooves out of the puddle and shake it off of their hooves. They huddled together, staring at the horrid liquid in terror.

"It's...it's just blood," Twilight said, realizing just how discomforting the phrase was only as it came out of her mouth. "B-blood means that somepony is hurt. W-we've got to help them."

"R-r-right," Applejack agreed. "L-let's get going."

Twilight once again took the lead, carrying them further down the dark, twisting hallways, following the dark crimson river. Some part of her brain reflected that there was no reason that they should all be so terrified. After all, this place was honestly not that different from the Castle of the Two Sisters...except for the blood and the door slamming shut on its own.

Just find your friends and get out of here. She turned a corner, and suddenly found herself facing a door. It was really a very ordinary wooden door, but it seemed to loom over her threateningly, like a flyswatter about to drop down on a fly. Her heart skipped a beat, her breath caught in her throat. For a moment, Twilight would have given anything not to have to open that door.

"The...the blood trail leads under that door," Flash's small, shaky voice came from the back of the group. Twilight could only nod in reply. With more of an effort than it should have been, she reached out with her magic, grasped the doorknob, and pushed. The door swung open slowly with an even louder creak than the main door.

"I don't want to look!" Fluttershy whimpered, covering her eyes with her wings.

Twilight and Rain Breeze shone the light from their horns into the room as they entered. This one was long and fairly narrow, with a low ceiling (Flash had to stifle a shiver when he saw it). All along one wall were what looked like old-fashioned brick ovens with arched black iron doors. There was no blood on the floor in this room; instead, there was a thick layer of ashes that floated up into the air with every hoofstep.

"Hey, these look like ovens!" Pinkie said, briefly forgetting her fear. "Maybe they baked cakes in these!" Curious, she approached one of the iron doors and opened it. She promptly screamed in fright, leaping back. The burnt skull of a pony tumbled out of the oven and landed on the floor faceup. Its empty eye sockets stared up at the group, seeming to accuse them.

"N-no, Pinkie," Twilight said through renewed gasps. "I th-think these are crematoriums."

"They burned bodies in these?" Rainbow said, sounded revolted.

Fluttershy suddenly gasped and looked around. "What was that?!"

"What was what?" Applejack asked.

"I heard a voice!" Fluttershy said. The group clustered together, all facing outward into the shadows. "Who's there?" Flash shouted with as much strength as he could muster from his quaking voice.

The reply was a low hissing of displeasure, of anger. "You shouldn't be here..." a voice whispered from the darkness.

"Show yourself!" Flash shouted, turning to aim his lamp in all directions, but the light failed to penetrate the darkness, as if it was a wall of blackness surrounding them.

"You shouldn't be here," the voice repeated, sounding closer, and other whispering voices joined it, seeming to come from everywhere at once. The voices surrounded the group with low growls and hissed threats, growing louder and louder, angrier and angrier.

"You shouldn't be here!"

"Get out!"

"You don't belong here!"

"Get out of here!"

"Stay away!"

"Leave us!"

"Get out!"

"Let's get out of here!" Twilight shouted. Screaming in fright, the entire group ran for the door. Reaching it first, Flash threw it open and tore through at top speed. The others followed, Twilight slamming it shut behind them. Instantly, the voices stopped. The friends collapsed against the door, panting, their fear having taken a heavy toll on their energy.

Slowly, Applejack looked up into the room. What she saw made her eyes widen in disbelief. "Uh, guys? We just left the crematorium, right?"

Everypony else looked up and stared in disbelief. They were in a long, narrow room, seeming to stretch endlessly into darkness, with a low ceiling. All along one wall were what looked like old-fashioned brick ovens with arched black iron doors. Ashes covered the floor.

Flash whirled back towards the door, his only thought to escape, but found to his horror that the door had disappeared: there was only a crumbling brick wall behind him. He let out a cry of desperation and began to run his hooves across the rough brick, trying to find the door again.

Suddenly, there came a noise behind them: a low, long squeak of rusty metal. Turning, they saw one of the doors on a crematorium slowly opening. A shape slowly crawled out of the oven, dragging itself out bit by bit before collapsing onto the ground. Another shape followed: one was a pegasus pony, the other an earth pony, the details of their faces and bodies covered by shadows.

"Zipline? Phillip?" Twilight called uncertainly. She shone her light brighter, revealing that the pegasus had cloud white fur and a long red mane and tail, and the cutie mark of a five-pointed shooting star. The other had chocolate brown fur, black mane and tail tinged with gray, and the cutie mark of a black magnifying glass. The ponies slowly stood up, keeping their heads lowered.

"Zipline!" Rain Breeze called out in relief, hurrying forward towards her husband. "Thank goodness we—"

Before she had taken more than three steps, the ponies suddenly raised their heads and Rain Breeze screamed and stumbled back. The stallions' faces were gone, burnt away: only their blackened skulls remained, staring at the group with empty eye sockets. The rescuers clung to one another, trembling in terror.

The faceless stallions began to walk forward slowly, the remains of their skin falling from their bones like ashes. "Why?" the stallions spoke in unison, their voices despondent and hopeless. "Why didn't you save us? Why didn't you come? Why did you let us die?" The last word was spoken in a drawn-out groan as the last of their skin fell away, leaving only a pair of burnt skeletons that collapsed like puppets whose strings had been cut, falling into the ashes before the ponies.

"No! No!" Rain Breeze screamed in desperation, collapsing to her knees next to the bones of her husband. She buried her face into her hooves and began to sob. The others watched helplessly, unable to think of anything to say to comfort her or to make sense of what they had seen.

Suddenly, all thought of comfort and sense disappeared when something terrible happened: Flash's flashlight flickered and began to go out. At the same moment, the light from Twilight's, Rarity's and Rain Breeze's horns began to dim. The unicorns and alicorn instantly flooded magic into their horns, but all for naught. The light died, the darkness seeming to surge forward and claim what was rightfully its.

The silence of the grave fell upon them, and all eight ponies awaited death.

Author's Notes:

GOD, that took too long! I'm sorry about the length of this chapter, it's really abnormal for me. But a lot happens, and I wanted to make sure that it all got included, and described the way I wanted it to be like.

I'll put up the final chapter and notes soon. Hope you all enjoyed!

Part 8: Don't Be Afraid

The world had ended, his life was over, so why wasn't he dead? Zipline shivered underneath the cold wind and rain, clinging with all his might to the slick stone surface beneath him. He could still hear Scootaloo's and Rain Breeze's voices calling over the wind and thunderclaps, faint and desperate, pleading for his aid.

You can't help them, the wind seemed to hiss into his ear. You can't save them. You will always fail your family.

Fail...fail...fail...The word seemed to echo in his head, the sound reaching down into his heart. And it was like a spark inside him falling upon a set of tinder, igniting, burning. There was some small part of him that refused to give up, refused to yield, and it slowly began to grow, filling his body with heat, dispelling the cold. His eyes opened into a determined glare and he stood, his wings opening at his sides, ready to take his weight.

"Hang on, honey!" he called into the dark. "I'm coming!" He jumped off the stone column and flew straight ahead, focusing only the sound of his daughter's voice, which was suddenly loud and clear, seeming to rush at him through the dark clouds.

Just like the iron bar that appeared from nowhere to ram him in the face, sending him tumbling to the stone floor. Pain broke through his mind, and he clung to it like a lifeline, allowing it to pull him back into reality. The hallucination vanished as he stood, and he was back in the cell. Shaking his head to clear it, he looked up to see Phillip lying on the floor of the other cell, curled into a ball and shaking. "Phillip!" he called, but the other stallion did not react: he didn't seem to be able to hear him.

I have to get out of this cell, he thought, the determination of his objective clearing his mind and hardening his resolve. He grabbed the iron bars of his door and pulled; but even though they were covered in rust, they were still strong, and refused to yield. With a grunt of frustration, he began to scan the dark hallway for anything that he could use.

A faint glimmer caught his eye. Focusing on it, his eyes eventually formed the shape of a key, hanging on a hook on the wall opposite. Too far away to reach, unfortunately. Glancing down, Zipline saw a good-sized rock on the ground and scooped it up. Focusing on his target, the key, he felt the weight of the rock in his hoof, determining trajectory and distance. He stilled himself, slowly expelling all the air in his lungs, closing his eyes and allowing his mind to still itself. For a moment, he maintained his state of stillness, of nothingness.

And then his eyes opened and he exploded into motion, throwing the rock without any conscious thought on his part. His eyes followed the rock as it sailed through the air, as if in slow motion, and struck the hook holding the key dead on target. As he'd hoped, the key fell off the hook and landed on the floor. Reaching through the bars, he strained his leg out to reach it. The very edge of his hoof touched the old metal and he willed himself to stretch just a little farther. For Scootaloo.

His effort was rewarded by the embrace of metal on his hoof. He pulled the key back towards himself and after some fumbling, managed to unlock his cell door. Hurrying forward, he unlocked Phillip's cell and threw the door open, hurrying to his friend's side. "Phillip?"

Through the crackling of flames and gurgles of the dying, a voice came to his ears...

"Phillip? Can you hear me?" Zipline said, touching the shaking shoulder.

He felt something and willed himself to look up. A shape was above him, but too blurry to recognized...

Phillip's tear-streaked eyes were unfocused, as if he was looking right through him. "Phillip!" Zipline shouted, getting no response except a frightened whimper. Desperate, he raised his hoof and slapped Phillip across the face as hard as he could. "Wake up!"

Instantly, Phillip stopped shaking and crying. Breathing heavily as he recovered from the nightmare, he looked up at Zipline, his eyes now focused and determined, then got to his hooves, shaking his head. "Are you all right?"

"I'm fine. You?" Zipline said.

"Yeah, I'll be okay," Phillip said, exiting the cell. "Let's find Doctor Nevermore." He headed quickly down the hallway, Zipline right behind him.

"Giggle at the ghostie...giggle at the ghostie!" Pinkie desperately tried to sing, but only succeeded in producing a sound like a cat having its tail stepped on before dissolving into frightened whimpers, clinging to her trembling friends in the dark.

Twilight knew she should do something, had to do something. But her panic seemed to have severed her connection between her brain and her body; she was only capable of staring, wide-eyed and clench-jawed, into the darkness, clinging desperately to Flash and Applejack, both of whom were shaking just as hard as she was.

Suddenly, her panic was multiplied: a sound reached her ears from the darkness. A low hiss, crackling, like radio static. Something was there in the dark with them.

"Wh-who...who's there?" Flash whispered.

The hissing grew louder, and a shape formed, dark against dark, moving towards them. Everypony's heart stopped and they each let out a silent scream of terror once they realized what it was. Slenderpony slowly strode towards them, flickering and twitching, tentacles sprouting from his back. The only sound was the the hissing crackle, which now grew into a deafening roar that filled the ponies heads, blocking any thought, any hope. This was death, Twilight realized: an faceless gaze staring down at her from the cold, silent darkness. Tightening her grip on her friends, she closed her eyes as tightly as she could and awaited the end...

"Where is my husband?"

Opening their eyes in shock, the ponies looked up to see Rain Breeze standing in front of the Slenderpony. She was trembling right down to tip of her tail, but she stood her ground, staring defiantly at the monster.

"Rain Breeze, what are you doing?" Flash said in horror.

The mare didn't seem to hear him: instead she took a step forward. "I said, where is my husband, you creep?"

Slenderpony silently gazed down at her, seemingly bewildered at her defiance. Rain Breeze growled at him, her fear beginning to turn into anger, burning through her paralysis. "Answer me, damn you!" she shouted at the creature, raising a hoof and punching Slenderpony in the face. With a grunt of surprise and pain, he reeled from the blow and collapsed onto his side.

Instantly, the spell was broken: Flash's torch and Twilight's, Rarity's and Rain's horns relit, dispelling the ponies' terror and illuminating the Slenderpony, who was struggling to get up, his too-long legs flailing like a crab that had been flipped onto its back. "What?" Twilight said, leaning in close and focusing her magic on the figure. The stilts, costume and mask were torn away, revealing a pegasus pony with pale yellow fur, a waxy mane the color of dead grass and blood red eyes that glared up at them in fury.

Rarity cried out in shock upon seeing him. "My goodness! When was the last time you used conditioner?"

"Who are you?" Rain Breeze shouted, grabbing the other pony and shaking him. "What have you done with my husband?"

"How?" the pony growled, his voice like rattling bones. "How did you resist my toxin? You should have been cowering in terror the moment you saw me!"

"Your formula wasn't perfect then, eh, Doctor Nevermore?" a familiar voice said. Looking up, the ponies saw Phillip Finder and Zipline standing in the door behind them.

"Honey!" Zipline shouted upon sighting his wife. The two hurried towards each other and embraced tightly in relief.

"Are you all okay?" Phillip said, examining the group, unable to keep a glimmer of concern out of his otherwise cool eyes.

Flash shook his head with a half-amazed, half-exasperated smile. "You're the one who gets kidnapped, and you ask us if we're okay?"

"You've been exposed to a powerful hallucinogenic toxin," Phillip said, double-checking Flash's eyes before assuring himself that his friends were shaken, but not too badly stirred. He glared down at Doctor Nevermore, who was still laying on the ground. "Is there an antidote?" Nevermore didn't answer with words, but looked towards the opposite end of the hallway. Looking up, the ponies saw an open door that led into a room filled with laboratory equipment, including a large vat of pale green liquid. Notepads were scattered across the three tables, all of them almost covered with notes.

"If it wasn't for that mare, all of Ponyville would have cowered before me," Doctor Nevermore growled at Phillip. "And from there, all of Equestria!"

"Well, then it's lucky we brought her," Twilight said calmly. "It seems you underestimated just how powerful love is."

"Love," Nevermore sneered, speaking the world like it was some foul disease. "The greatest lie evolution ever gave us. I'll show you. I'll show you all!" And before anypony could stop him, Nevermore whipped something from his wing to his mouth: a small, silver whistle. He blew hard through it...but no sound came out of the instrument.

"By blowing a broken whistle?" Rainbow said disbelievingly.

"It wasn't meant for you," Nevermore said.

Phillip's sensitive ears detected a noise: a leathery flapping and high-pitched squeaking and screeching, growing louder by the second. He looked up to see a shadow hurrying towards them. "Down!" he shouted, ducking and covering his head just as a flurry of bats, attracted by the ultrasonic whistle, rushed into the room, blinding them with their wings and deafening them with their shrill screeching. Flash instinctively jumped on top of Twilight and shielded her with his body: Zipline pulled his wife to the ground, covering her with a wing. The others ducked to the ground, covering themselves as best they could.

It took several minutes for the storm of bats to pass. Instantly raising his head, Phillip saw to his frustration that Doctor Nevermore was gone. Whirling, he saw that he had taken a back door out of the laboratory behind him. Hoofprints out the door led deeper into the Everfree Forest.

Calm, he told himself. He won't be back for a while, and you can use this equipment to make an antidote. He turned back into the crematorium, looking over the other ponies who were getting up from the ground. Zipline and Rain Breeze were hugging each other like each was afraid that if they let go, the other would disappear. And nopony got hurt. They're safe. They're all safe.

"Are you okay?" Flash asked Twilight, offering her a hoof up. "Are you hurt? Did I hurt you when—?"

"No, Flash," Twilight said a bit slowly, standing up. "I'm fine." She felt his hoof on hers, and it felt good. She looked at the joined limbs, then up at Flash. A shy, nervous smile crossed his face, and she felt a similar expression cross hers, a faint laugh escaping her throat. Very slowly, Flash began to lean closer to her, his eyes half-closing. Twilight began to lean towards him, her heart racing in her chest and a feeling like she was floating spreading up her body, originating from the hoof that was still gripping Flash's...

"BAT ON MY HEAD! BAT ON MY HEAD! HEEELLLP!" Pinkie screamed, leaping around in a panic and causing everypony to look up. There was indeed a bat on her head: it's claws were stuck in her cotton candy-like tangle of a mane.

"Hold still," Twilight said, heading towards her, part of her cursing her friend for ruining her moment. Flash's shoulders slumped in disappointment and he let out a despondent sigh.

"Flash." Flash looked up at the sound of his name. Phillip was striding towards him, an unknown emotion swimming in his gray eyes. He stopped a few paces away and paused, gathering his thoughts.

"I wanted to apologize," he finally said. "About what happened at the house."

Flash suddenly felt very ashamed. "No, I—"

"No, you were right. I was way out of line, mate," Phillip continued, holding his gaze steadily, but he seemed to waver a few times, as if struggling to keep looking at Flash. "I treated you like a child. I didn't trust you to be able to handle yourself, and I was too proud to accept your help." He paused, glancing down momentarily. "You should understand that this is still kind of new to me...being part of a team and—" He paused, sighing and shaking his head at himself. "There's no excuse. You did an ace job, I'm proud of you, and I'm sorry for how I treated you."

Flash smiled reassuringly at him. "It's all right." He held out his hoof. Phillip took it to shake, but to his surprise, suddenly found himself being pulled into a hug. He froze in shock, his eyes widening. Sensing the awkwardness, Flash let go very quickly and took a half step back. Phillip remained frozen for a moment longer before regaining control of his body and promptly returning to his normal stoic self. "Never do that again," he said flatly.

"Yeah," Flash said, looking like he'd been caught with the latest issue of Playcolt.

"Can we go home now, please?" Fluttershy said quietly.

About an hour later, Twilight sighed happily as she opened the door to the castle. "Ah, home sweet home," she said.

"Quite," Flash said, having followed her inside. A silence grew between the two ponies, one that bloated into awkwardness. Flash gulped and looked at the high crystal ceiling.

"Is there, uh...something you wanted to talk about, Flash?" Twilight said, wondering why her guard was hovering silently next to her, looking at everything except her.

Flash looked back at the lavender alicorn giving him a nervous smile and took a breath. "Twilight, I...I don't think I should be your Guard anymore."

"What? Why not?" Twilight asked, looking like he had just slapped her.

"When we were back at the asylum...I was scared out of my mind," Flash said, slowly lowering his head beneath the weight of his shame. "I couldn't do anything to fight back or protect myself, much less you. I...failed you."

Twilight stepped forward and placed a hoof on Flash's chin, raising his head to look at her. "We were all scared. You didn't fail me: you stayed by my side the whole time and didn't run or try to save yourself." She smiled and gave him a quick nuzzle, eliciting a blush from the stallion. "I think you were very brave."

Flash smiled softly. "Thank you, Twilight," he said, giving her a quick nuzzle back. "Sweet dreams, Your Highness."

"Sweet dreams, Flash Sentry," Twilight said, turning to head upstairs. Flash exited the castle to return home, humming a happy melody.

"I'm furious at you, you know," Rain Breeze said as she opened the door to their home.

"I know," Zipline said, entering after her, a sleeping Scootaloo sprawled across his back. She had been enormously relieved to see him again and refused to let go of him the moment she had bounded into his embrace, sobbing with relief. Exhausted by her worry, she had fallen asleep soon after.

"You're a reckless fool," Rain Breeze continued sternly, heading upstairs. "You don't think before you act, and you have no regard for the consequences."

"I know, honey," Zipline said, feeling like he'd rather have his drill sergeant shouting into his face than his wife speaking so coldly to him.

So he was very surprised when Rain Breeze turned and kissed him sweetly on the mouth. "You're also the bravest, most loyal and strongest stallion I've ever met," she said with a smile. "And I love you for it."

Smiling (and internally sighing with relief), Zipline nuzzled his wife affectionately and kissed her back. "I love you too."

"Let's put her to bed," Rain Breeze said with a yawn. Zipline carried Scootaloo to her room. Rain Breeze used her magic to lift her off of him and gently laid her in the bed. Zipline tucked the sheets around her. Pausing, he took a moment to admire his daughter, smiling in her sleep: he knew that no bad dreams would cross her head this night.

"You remember when you were young, and you would ask me to check for monsters under the bed or in the closet?" he whispered to her, thinking that some part of her could still hear him. "And I would always tell you that there aren't monsters?" He stroked Scootaloo's hair tenderly. "Well, you're old enough now to know that there are monsters out there. So I'm not going to promise you that there aren't any monsters. But I can promise you this: your mother, our friends and I will always do everything we can to keep you safe from the monsters."

He bent over and kissed Scootaloo on the forehead. "Good night, honey. Pleasant dreams." Standing and turning out the light, he joined his wife and headed to his own bed for a good night's sleep.

Author's Notes:

Finished in one day! I actually wanted to put the first part of this into the last chapter, but then I felt that that would make the last chapter too long and this one too short.

I'll put up chapter notes soon. I hope that you enjoyed this adventure! Drop a comment and fave or a like if you liked it!

Chapter notes

Part 1
—The chapter name, Arrival, is a reference to the Slenderman video game Slender: The Arrival, which was a partial inspiration for this story.
—While I love stories where Scootaloo is an orphan/raised by abusive parents and is adopted by Rainbow Dash, I wanted to give her parents for my story. Scootaloo's father, Zipline, and this chapter came from this picture.
—Originally, Rain Breeze (who is my character) was supposed to be an Earth pony, but I made her a unicorn to make my "background six (Ditzy Do, Time Turner, Lyra, Bon Bon, Rain Breeze and Zipline)" even: two Earth ponies, two unicorn and two pegasi.
—I liked the idea that Rain Breeze was a "helicopter worrywart parent" because it contrasted with the daredevil nature of her husband and daughter. I don't know where I got the idea for her to be a psychiatrist, but I liked it, so I kept it.
—The picture on Scootaloo's stand of her parents was done for me as a commission by a friend on deviantArt, EmR0304.
—I wanted to have a sniper character in my stories, and Zipline fit the bill well. I imagine Equestria being in the era of revolvers and bolt-action rifles, and are only using guns in a small part of the Guard. For the record, I have no idea how they pull the trigger, either.
—Flash gives a demonstration of his observation and deductive abilities. Phillip has taught him well.

Part 2
—"Besides," she added, slowly drawing her tail across his face, "We'll have some time to ourselves tomorrow when she's at school.": In the words of George Takei: "Oh, my."
—Scootaloo's a daddy's girl through and through.
—Realizing that I needed to give Zipline both a flaw and a fear for him to work through later in the story, I decided to give him a fear of heights and severe vertigo when he's high up.
—Zipline's sighting of the pony watching him is foreshadowing of future events.
—"Boom! Headshot!": reference to the popular "Boom, headshot" line used by FPS users.
—The raven cawing is something that is repeated throughout the story.
—Time Turner's long, multicolored scarf is a reference to the Fourth Doctor from the classic Doctor Who series, played by Tom Baker, known for his distinctive scarf.
—a soft tapping of wood: "While I nodded, nearly napping, suddenly there came a tapping/as if of someone gently rapping, rapping at my chamber door"
—The picture Zipline finds on his door is based off of the pages from the Slenderman game, Slender: The Eight Pages.
—The idea of Slenderpony twitching and flickering came from the Slenderman fan video, Fathom.

Part 3
—Phillip's first appearance in the story.
—There is another Slenderpony page in the corpse's mouth.
—The raven caws again, startling Phillip.
—"And why did this feel...familiar?": foreshadowing that this is not what it seems.
—It should be unusual and suspicious that the entire town is quiet and afraid.
—Flash is right to be open to any possibility, including the possibility that this is an elaborate hoax. This is also the first time I've had Twilight and Flash argue.

Part 4
—"Which is another way of saying he has no idea how he died.": I got that from a CSI episode. I don't remember what episode.
—Phillip's pyrophobia comes from myself: fire makes me extremely nervous, though I do not fear it at the same level as Phil.
—In case I didn't make it clear, Phillip's pyrophobia stems from the Sydneigh fire that destroyed his home.
—Guest appearances of Berry Punch, Berry Pinch, Minuette, and Carrot Top.
—Another character flaw with Flash and Zipline: their recklessness.
—In case I didn't make it clear, Flash hallucinates that Zipline is Slenderpony.
—There's that raven again.

Part 5
—The pattern of cracks in the burnt wood is called alligatoring.
—Compare Flash and Phillip's argument here with Rainbow and Phillip's argument in Time Flies. This is another flaw in both of their characters: Phillip's difficulty trusting others and Flash's dislike of not being taken seriously and difficulty controlling his emotions.
—BNP: Bucking New Pony. See The Blue Moon Brings Death.
—This is the first time I have had a character curse.
—Phillip's internal dialogue reveals a strong part of his character: the conflict between his rational side and his emotions, which he buries.
—I think we all knew that raven was no good.

Part 6
—There aren't enough good stories with interactions between Spike and Flash. Spike, being the one who knows Twilight the best, and probably the one who best understands Flash's frustration, is the one here who starts a reconciliation between the two.
—Flash and Twilight manage to figure out the source of the terror and hallucinations.
—I mentioned that Phillip's hat was passed down from his father in my short story Passed Down.
—I based Doctor Nevermore primarily off of the Batman villain Scarecrow. His appearance is inspired by Lon Chaney's performance as Erik from the 1925 silent film Phantom of the Opera. See a picture here. Nevermore's name and the name of his raven, Lenore, are both references to Edgar Allan Poe's poem The Raven.
—"For God's sake": I've never bought the fan theory that Celestia and Luna are worshipped as gods by the Equestrians. This is only my personal view.

Part 7
—Zipline's and Phillip's hallucinations both represent their deepest fears: heights and fire, respectively, and the fear of being unable to protect those they care about.
—"We just have to find the rest of the pages!": Pinkie references Slender: The Eight Pages.
—Flash's claustrophobia comes into play again in this chapter.
—The ponies' hallucination is inspired by the first Scarecrow encounter in the video game Batman: Arkham Asylum.

Part 8
—Zipline's special talent for accuracy with projectiles saves the day.
—Pinkie tries to sing The Laughter Song from Friendship is Magic part 2.
—shaken but not badly stirred: subtle reference to James Bond, who takes his martinis "shaken, not stirred."
—Flash and Twilight almost kiss: I'm saving that for later!
—Pinkie ruins the moment with her chiroptophobia (fear of bats), referenced in The Ticket Master.
—"Ace job": Australian slang, "good job."
—Playcolt: pony version of Playboy.
—And thus begins the odd bromance of Flash Sentry and Phillip Finder.

Author's Notes:

Chapter notes from the story.

Side note: I did not intend for this story to be as long as it turned out, but that's the way it turned out. Do you think more of my stories should be as long as this?